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

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall keep or cause to be kept at an office or agency in the city where the Corporate Trust Office is located, a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate and cause to be kept in the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve as Certificate Registrar for the purpose of registering Certificates as herein provided. The Trustee may appoint, by a written instrument delivered to the Master Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer may prescribe. If the Trustee shall at any time not be the Certificate Registrar, the Trustee shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. (1) No transfer of a Class S or Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event of any such transfer, (i) unless such transfer is made in reliance upon Rule 144A under the 1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee or the Depositor and (ii) the Trustee shall require the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee or the Depositor. The Holder of a Class S or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (2) Except as provided below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of the Book-Entry Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Trustee Certificate Registrar (located as of the Closing Date at LaSalle Bank National Association, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Global Securities and Trust Services Group--Xxxxxxx Xxxxx Mortgage Investors Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1) shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate is hereby initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Master Servicer, the Special Servicer and (if the Trustee is not the Certificate Registrar) the Trustee, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall at any time not be immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee (if it is no longer the Certificate Registrar), the Trustee Master Servicer and the Special Servicer shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. (1) No transfer of a Class S or Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event Upon written request of any such transfer, (i) unless such transfer is Certificateholder made in reliance upon Rule 144A under the 1933 Act, the Trustee or the Depositor may require a written Opinion for purposes of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee or the Depositor and (ii) the Trustee shall require the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee or the Depositor. The Holder of a Class S or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance communicating with such federal and state laws. (2) Except as provided below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of the Book-Entry Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records other Certificateholders with respect to the Certificate Owners and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the their rights of Holders under this Agreement, and requests and directions for and votes the Certificate Registrar shall promptly furnish such Certificateholder with a list of such representatives shall not be deemed to be inconsistent if they are made with respect to different the other Certificateholders of record identified in the Certificate Owners; and (vi) Register at the Trustee may rely and shall be fully protected in relying upon information furnished by time of the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firmrequest.

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall keep or cause to be kept at an office one of the offices or agency agencies to be appointed by the Trustee in accordance with the city where the Corporate Trust Office is located, provisions of Section 8.12 a Certificate Register for each Class of the Certificates in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate and cause to be kept in the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall will initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee Certificate Registrar may appoint, by a written instrument delivered to the Master ServicerTrustee, the Seller, the Servicer and the Depositor, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Trustee shall at any time not be the Certificate Registrar, the Trustee shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. (1b) No transfer of a Class S or Class R any Non-Offered Certificate shall be made unless such that transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amendedamended (the “1933 Act”), and any an effective registration or qualification under applicable state securities laws laws, or is made in accordance with said Act and lawsa transaction that does not require such registration or qualification. In the event that such a transfer of a Non-Offered Certificate is to be made without registration or qualification (other than in connection with the initial transfer of any such transfer, (i) unless such transfer is made in reliance upon Rule 144A under Certificate by the 1933 ActDepositor to the Seller or by the Seller to an affiliate of the Seller or to a trust, the Trustee or depositor of which is an affiliate of the Depositor may require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to Seller), the Trustee and the Depositor Certificate Registrar shall each require receipt of: either (i) written certifications from the Certificateholder desiring to effect the transfer and from such Certificateholder’s prospective transferee, substantially in the forms attached hereto as Exhibit F-1 or (ii) an Opinion of Counsel satisfactory to it that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws without such registration or is being made pursuant to said Act and laws, qualification (which Opinion of Counsel shall not be an expense of the Trustee Depositor, the Seller, the Trustee, the Servicer, the Certificate Registrar or the Depositor and (ii) Trust Fund). None of the Depositor, the Seller, the Certificate Registrar or the Trustee shall require is obligated to register or qualify the transferee Non-Offered Certificates under the 1933 Act or any other securities laws or to execute an investment letter (in substantially take any action not otherwise required under this Agreement to permit the form attached hereto as Exhibit I transfer of such Certificates without registration or Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee or the Depositorqualification. The Holder of a Class S or Class R Certificate Any Certificateholder desiring to effect such the transfer of a Private Certificate shall, and does hereby agree to, indemnify the Trustee Trustee, the Seller, the Depositor, the Certificate Registrar and the Depositor Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (2i) Except No transfer of an ERISA-Restricted Certificate shall be made unless the Trustee shall have received in the form attached hereto as provided belowExhibit F-2 or Exhibit G, as applicable, either (i) a certification letter from the Booktransferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the Code, or a person or arrangement using the assets of any such plan or arrangement, which representation letter shall not be an expense of the Trustee or the Trust Fund, (ii) if the purchaser is an insurance company and the Certificate has been the subject of an ERISA-Entry Qualifying Underwriting, a representation that the purchaser is an insurance company which is purchasing such Certificates shall at all times remain registered with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60 or (iii) in the case of any such Certificate presented for registration in the name of an employee benefit plan or arrangement subject to ERISA or Section 4975 of the Depository Code (or its nominee comparable provisions of any subsequent enactments), or a person acting on behalf of any such plan or arrangement, or using such plan’s or arrangement’s assets, an Opinion of Counsel satisfactory to the Trustee to the effect that the purchase or holding of such Certificate will not result in prohibited transactions under Section 406 of ERISA and/or Section 4975 of the Code and at will not subject the Depositor, the Seller, the Trustee or the Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of such parties or the Trust Fund. In the event the representations referred to in the preceding sentence are not furnished, such representations shall be deemed to have been made to the Trustee by the transferee’s acceptance of an ERISA-Restricted Certificate, or by any beneficial owner who purchases an interest in such Certificate in book-entry form. In the event that a representation is violated, or any attempt to transfer an ERISA-Restricted Certificate to a plan, arrangements or person, a plan or using a plan’s or arrangement’s assets is attempted without the delivery to the trustee of the opinion of counsel described above, the attempted transfer or acquisition of such Certificate shall be void and of no effect. Neither an Opinion of Counsel nor any certification will be required in connection with the initial transfer of any such Certificate by the Depositor to an affiliate of the Depositor (in which case, the Depositor or any affiliate thereof shall be deemed to have represented that such affiliate is not a Plan or a Person investing Plan Assets) and the Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Trustee, shall be a written representation) from the Depositor of the status of such transferee as an affiliate of the Depositor. (ii) No transfer of a Senior or Mezzanine Certificate or any interest therein shall be made to any Plan, any Person acting, directly or indirectly on behalf of any Plan or any Person acquiring such Certificates with “Plan Assets” of a Plan unless such Plan is a Qualified Plan Investor. Each Person that acquires a Senior or Mezzanine Certificate that is a Book Entry Certificate will be deemed to represent that either (a) it is not a Plan or a Person acting, directly or indirectly, on behalf of a Plan, and is not acquiring the Certificates with “plan assets” of a Plan, or (b) it, or each Plan on behalf of which it is acquiring a Certificate or an interest therein, is a Qualified Plan Investor. (iii) If any Certificate or any interest therein is acquired or held in violation of the provisions of Section 5.02(c)(i) or (ii), the next preceding permitted beneficial owner will be treated as the beneficial owner of that Certificate retroactive to the date of transfer to the purported beneficial owner. Any purported beneficial owner whose acquisition or holding of any such Certificate or interest therein was effected in violation of the provisions of the preceding paragraph shall indemnify and hold harmless the Depositor, the Servicer, the Seller, the Trustee, the Certificate Registrar, the Underwriter and the Trust Fund from and against any and all times: liabilities, claims, costs or expenses incurred by those parties as a result of that acquisition or holding. (i) registration Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Trustee or its designee under clause (iii)(A) below to deliver payments to a Person other than such Person and to negotiate the terms of any mandatory sale under clause (iii)(B) below and to execute all instruments of Transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Residual Certificate, the Trustee shall require delivery to it and shall not register the Transfer of any Residual Certificate until its receipt of an affidavit and agreement (a “Transfer Affidavit and Agreement”), in the form attached hereto as Exhibit F-2 from the proposed Transferee, representing and warranting, among other things, that such Transferee is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the Bookproposed Transfer as a nominee, trustee or agent for any Person that is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Residual Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 5.02(d) and agrees to be bound by them. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Trustee who is assigned to this transaction has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Residual Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall agree (x) to require a Transfer Affidavit and Agreement in the form attached hereto as Exhibit F-2) from any other Person to whom such Person attempts to transfer its Ownership Interest in a Residual Certificate and (y) not to transfer its Ownership Interest unless it provides a Transferor Affidavit (in the form attached hereto as Exhibit F-2) to the Trustee stating that, among other things, it has no actual knowledge that such other Person is not a Permitted Transferee. (E) Each Person holding or acquiring an Ownership Interest in a Residual Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Trustee written notice that it is a “pass-Entry Certificates may not be transferred through interest holder” within the meaning of temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Residual Certificate, if it is, or is holding an Ownership Interest in a Residual Certificate on behalf of, a “pass-through interest holder.” (ii) The Trustee will register the Transfer of any Residual Certificate only if it shall have received the Transfer Affidavit and Agreement and all of such other documents as shall have been reasonably required by the Trustee except as a condition to another Depository; such registration. In addition, no Transfer of a Residual Certificate shall be made unless the Trustee shall have received a representation letter from the Transferee of such Certificate to the effect that such Transferee is a Permitted Transferee. (iiA) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the Depository provisions of this Section 5.02(d), then the last preceding Permitted Transferee shall maintain book-entry records be restored, to the extent permitted by law, to all rights as holder thereof retroactive to the date of registration of such Transfer of such Residual Certificate. The Trustee shall be under no liability to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by this Section 5.02(d) or for making any payments due on such Certificate to the holder thereof or for taking any other action with respect to such holder under the provisions of this Agreement. (B) If any purported Transferee shall become a holder of a Residual Certificate in violation of the restrictions in this Section 5.02(d) and to the extent that the retroactive restoration of the rights of the holder of such Residual Certificate as described in clause (iii)(A) above shall be invalid, illegal or unenforceable, then the Trustee shall have the right, without notice to the holder or any prior holder of such Residual Certificate, to sell such Residual Certificate to a purchaser selected by the Trustee on such terms as the Trustee may choose. Such purported Transferee shall promptly endorse and deliver each Residual Certificate in accordance with the instructions of the Trustee. Such purchaser may be the Trustee itself or any Affiliate of the Trustee. The proceeds of such sale, net of the commissions (which may include commissions payable to the Trustee or its Affiliates), expenses and taxes due, if any, will be remitted by the Trustee to such purported Transferee. The terms and conditions of any sale under this clause (iii)(B) shall be determined in the sole discretion of the Trustee, and the Trustee shall not be liable to any Person having an Ownership Interest in a Residual Certificate as a result of its exercise of such discretion. (iv) The Trustee shall make available to the Internal Revenue Service and those Persons specified by the REMIC Provisions all information necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest in a Residual Certificate to any Person who is a Disqualified Organization, including the information described in Treasury regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the Certificate Owners and with respect to ownership and transfers “excess inclusions” of such Book-Entry Certificates; Residual Certificate and (iiiB) ownership and transfers as a result of registration any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or organization described in Section 1381 of the Book-Entry Certificates on the books of the Depository Code that holds an Ownership Interest in a Residual Certificate having as among its record holders at any time any Person which is a Disqualified Organization. Such information shall be governed by applicable rules established provided by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; Trustee upon receipt of reasonable compensation. (v) The provisions of this Section 5.02(d) set forth prior to this subsection (v) may be modified, added to or eliminated, provided that there shall have been delivered to the Trustee shall deal with and the Depository, Depository Participants and indirect participating firms as representatives Certificate Registrar at the expense of the Certificate Owners of party seeking to modify, add to or eliminate any such provision the Book-Entry Certificates for purposes of exercising following: (A) written notification from each Rating Agency to the rights of Holders under this Agreementeffect that the modification, and requests and directions for and votes addition to or elimination of such representatives shall provisions will not be deemed cause such Rating Agency to downgrade its then-current ratings of any Class of Certificates; and (B) an Opinion of Counsel, in form and substance satisfactory to the Trustee and the Certificate Registrar, to the effect that such modification of, addition to or elimination of such provisions will not cause any REMIC created hereunder to cease to qualify as a REMIC and will not cause any REMIC created hereunder, as the case may be, to be inconsistent if they are made with respect subject to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished an entity-level tax caused by the Depository with respect Transfer of any Residual Certificate to its Depository Participants and furnished a Person that is not a Permitted Transferee or (y) a Person other than the prospective transferee to be subject to a REMIC-tax caused by the Depository Participants with respect Transfer of a Residual Certificate to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firma Person that is not a Permitted Transferee.

Registration of Transfer and Exchange of Certificates. (a) The Pass Through Trustee shall keep or cause to be kept at an the office or agency to be maintained by it in accordance with the city where provisions of Section 7.12 a register (the Corporate Trust Office is located, a Certificate Register for each Class of Certificates "Register") in which, subject to such reasonable regulations as it may prescribe, the Pass Through Trustee shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate and cause to be kept in the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Pass Through Trustee shall initially serve as Certificate Registrar be the registrar (the "Registrar") for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Company, upon written notice to the Pass Through Trustee may appointchange the Registrar at any time. All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid obligations of the Pass Through Trust, by a written instrument delivered evidencing the same interest therein, and entitled to the Master Servicer, any other bank or trust company to act as Certificate Registrar same benefits under such conditions this agreement as the Master Servicer may prescribe. If the Trustee shall at any time not be the Certificate Registrar, the Trustee shall have and maintain the right to inspect the Certificate Register Certificates surrendered upon such transfer or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Registerexchange. (1b) No Subject to the provisions of Section 3.07, upon surrender for registration of transfer of a Class S any Certificate at the Corporate Trust Office or Class R Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws other office or is made in accordance with said Act and laws. In the event of any such transfer, (i) unless such transfer is made in reliance upon Rule 144A under the 1933 Actagency, the Trustee or the Depositor may require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee or the Depositor and (ii) the Pass Through Trustee shall require the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to execute, authenticate and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transferdeliver, which investment letter shall not be an expense of the Trustee or the Depositor. The Holder of a Class S or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (2) Except as provided below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository designated transferee or its nominee and at all times: transferees, one or more new Certificates in authorized denominations of a like aggregate Fractional Undivided Interest. (ic) registration At the option of a Certificateholder, Certificates may be exchanged for other Certificates of authorized denominations of a like Fractional Undivided Interest, upon surrender of the Book-Entry Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect exchanged at the office or agency referred to different in paragraph (a) of this Section 3.05; provided, that a Restricted Certificate Owners; may only be exchanged for another Restricted Certificate, until such restrictions on such Restricted Certificate shall cease and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made terminate in accordance with the procedures established terms of Section 3.07 and provided further, that no exchanges of Initial Certificates for Exchange Certificates shall occur until an Exchange Offer Registration Statement shall have been declared effective by the Depository Participant Commission (notice of which shall be provided to the Pass Through Trustee by the Company). No such transfer shall be effected until, and such transferee shall succeed to the rights of a Certificateholder only upon, final acceptance and registration of transfer by the Registrar in the Register. Prior to the registration of any transfer by a Certificateholder as provided herein, the Pass Through Trustee shall treat the Person in whose name the Certificate is registered as the owner thereof for all purposes and the Pass Through Trustee shall not be affected by notice to the contrary. Whenever any Certificates are so surrendered for transfer or brokerage firmexchange, the Registrar shall register the transfer or make the exchange as requested, if the requirements for such transaction are met and the Pass Through Trustee shall execute, authenticate and deliver the Certificates that the Certificateholder making the transfer or exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Pass Through Trustee and the Registrar duly executed by the Certificateholder thereof or its attorney duly authorized in writing. (d) No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Certificates, but the Pass Through Trustee shall require payment by the Certificateholders of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar (located as of the Original Closing Date at Xxxxx Fargo Center, Sixth and Marquette, MAC# X0000-000, Xxxxxxxxxxx, Xxxxxxxxx 55479-0113) may prescribe, the Trustee Certificate Registrar shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate is hereby initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee may appoint, by a written instrument delivered to the Depositor, the Master Servicer, the Special Servicer and the REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall at any time not be the immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Trustee Master Servicer, the Special Servicer and the REMIC Administrator shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Upon request, the Trustee shall promptly inform, or cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. If Certificateholders representing more than 25% of any Class of Certificates (hereinafter referred to as "applicants") apply in writing to the Trustee, and such application states that the applicants desire to communicate with other Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, afford such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate Registrar and such a list is as of a date more than 90 days prior to the date of receipt of such applicants' request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived. (1b) No transfer of a Class S or Class R any Non-Registered Certificate shall be made unless such that transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amendedAct, and any effective registration or qualification under applicable state securities laws laws, or is made in accordance with said Act and lawsa transaction which does not require such registration or qualification. In If a transfer (other than one by the event of any such transfer, (iDepositor to an Affiliate thereof) unless such transfer is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: (i) the Certificate Registrar shall require that the transferee deliver to the Certificate Registrar an investment representation letter (the "Investment Representation Letter") substantially in the form of Exhibit B attached hereto, which Investment Representation Letter shall certify, among other things, that the transferee is an institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (an "Institutional Accredited Investor") or a "qualified institutional buyer" as defined in Rule 144A under the 1933 ActSecurities Act (a "Qualified Institutional Buyer"), and the Trustee or Certificate Registrar may also require that the Depositor may require a written transferee deliver to the Certificate Registrar an Opinion of Counsel if such transferee is not a Qualified Institutional Buyer or (which may ii) if the certifications described in the preceding clause (i) cannot be in-house counselprovided, (a) acceptable to and in form and substance the Certificate Registrar shall require an Opinion of Counsel reasonably satisfactory to the Trustee Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act registration or qualification under the Securities Act, applicable state securities laws and laws or is being made pursuant to said Act and other relevant laws, which Opinion of Counsel shall not be an expense of the Trustee Trust Fund, the Certificate Registrar, the Depositor or the Depositor Trustee and (iib) the Trustee Certificate Registrar shall require the transferee transferor to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and a certification in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee Certificate Registrar setting forth the facts surrounding such transfer; provided, which investment letter shall not be an expense of the Trustee or the Depositor. The Holder however, that a transfer of a Non-Registered Certificate of any such Class S or Class R Certificate desiring may be made to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result a trust if the transfer is not so exempt or is not made in accordance with such federal and state laws. (2) Except as provided below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of the Book-Entry Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect transferor provides to the Certificate Owners Registrar and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with a certification that interests in such trust may only be transferred subject to requirements substantially to the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under effect set forth in this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firmSection 5.

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Trustee Certificate Registrar shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate is hereby initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee may appoint, by a written instrument delivered to the Master Servicerother parties hereto, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer Trustee may prescribe, provided that the Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall at any time not be the immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Trustee Master Servicer, the Special Servicer and the REMIC Administrator shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Upon written request of any Certificateholder made for purposes of communicating with other Certificateholders with respect to their rights under this Agreement, the Certificate Registrar shall promptly furnish such Certificateholder with a list of the other Certificateholders of record identified in the Certificate Register at the time of the request. Every Certificateholder, by receiving such access, agrees with the Certificate Registrar that the Certificate Registrar will not be held accountable in any way by reason of the disclosure of any information as to the names and addresses of any Certificateholder regardless of the source from which such information was derived. (1b) No transfer transfer, sale, pledge or other disposition of a Class S any Private Certificate or Class R Certificate interest therein shall be made unless such transfer that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act of 1933, as amended, and any applicable state securities laws laws, or is otherwise made in accordance with said the Securities Act and such state securities laws. In the event If a transfer of any Private Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or a transfer thereof by the Depositor or one of its Affiliates), then the Certificate Registrar shall refuse to register such transfertransfer unless it receives (and upon receipt, may conclusively rely upon) either: (i) unless a certificate from the Certificateholder desiring to effect such transfer is made substantially in reliance upon Rule 144A under the 1933 Act, form attached as Exhibit F-1A hereto; or (ii) a certificate from the Trustee Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit F-1B hereto and a certificate from such Certificateholder's prospective Transferee substantially in the form attached either as Exhibit F-2A hereto or the Depositor may require a written as Exhibit F-2B hereto; or (iii) an Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee and to the Depositor effect that such transfer may be made pursuant to an exemption, describing without registration under the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Act and laws, (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the REMIC Administrator, the Trustee or the Depositor and (iiCertificate Registrar in their 121 respective capacities as such), together with the written certification(s) the Trustee shall require the transferee as to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of transfer from the Trustee or the Depositor. The Holder of a Class S or Class R Certificate Certificateholder desiring to effect such transfer and/or such Certificateholder's prospective Transferee on which such Opinion of Counsel is based. None of the Depositor, the Trustee or the Certificate Registrar is obligated to register or qualify any Class of Private Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of any Private Certificate or interest therein without registration or qualification. Any Holder of a Private Certificate desiring to effect a transfer of such Private Certificate or interest therein shall, and does hereby agree to, indemnify indemnify, the Trustee Depositor, the Underwriter, the Trustee, the Master Servicer, the Special Servicer, the REMIC Administrator and the Depositor Certificate Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (2c) Except No transfer of a Subordinated Certificate or any interest therein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Xxxxx plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as provided belownamed fiduciary of, the Book-Entry Certificates shall at all times remain registered in the name as trustee of, or with assets of the Depository or its nominee and at all timesa Plan, unless: (i) registration the purchase and holding of such Certificate or interest therein is exempt from the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the BookCode under Sections I and III of Prohibited Transaction Class Exemption 95-Entry Certificates may not be transferred by 60 or Section 401(c) of ERISA; or (ii) in the case of a Subordinated Certificate that is a Definitive Certificate, the prospective Transferee provides the Certificate Registrar with a certification of facts and an Opinion of Counsel which establish to the satisfaction of the Trustee except that such transfer will not result in a violation of Section 406 of ERISA or Section 4975 of the Code or result in the imposition of an excise tax under Section 4975 of the Code or subject the Trustee, the Master Servicer or the Special Servicer to another Depository; any obligation in addition to those undertaken in this Agreement. Each Person who acquires any Subordinated Certificate or interest therein (unless it shall have delivered to the Certificate Registrar the certification of facts and Opinion of Counsel referred to in clause (ii) the Depository shall maintain book-entry records with respect preceding sentence) will be required to deliver to the Certificate Owners Registrar (or, in the case of an interest in a Subordinated Certificate that constitutes a Book-Entry Certificate, to the Certificate Owner that is transferring such interest) a certification to the effect that: (i) it is neither a Plan nor any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) that the purchase and with respect to ownership and transfers holding of such Certificate or interest therein by such person is exempt from the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60 or Section 401(c) of ERISA. It is hereby acknowledged that the forms of certification attached hereto as Exhibit G-1 (in the case of Subordinated Certificates that are Definitive Certificates) and G-2 (in the case of ownership interests in Subordinated Certificates that are Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates are acceptable for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firmpreceding sentence.

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Trustee Certificate Registrar shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. LaSalle Bank National Association, located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603 is hereby xxxxxxxxx xxxxxxxxx Xxxxxxxxxxx Xxxxxxxxx xxx xxx xxxxxxx xx registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee shall also designate and cause to be kept in the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve as Certificate Registrar for the purpose of registering Certificates as herein provided. The Trustee may appoint, by a written instrument delivered to the Master Depositor, the Trustee, the Fiscal Agent, the Special Servicer and the Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe. If , provided that the Trustee predecessor Certificate Registrar shall at any time not be the Certificate Registrarrelieved of any of its duties or responsibilities hereunder by reason of such appointment. The Depositor, the Trustee Trustee, the Servicer and the Special Servicer shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Servicer, the Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at its office maintained at LaSalle Bank National Association, 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attn: Asxxx Xxxxxx Xxxxxxxxxx Xxxxx Xxxxxxxx Xxxxx--X.X. Xxxxxx Xxxxx Commercial Mortgage Securities Corp., Commercial Mortxxxx Xxxx-Xhxxxxx Certificates, Series 2004-CIBC9 (the "Registrar Office") together with an assignment and transfer (executed by the Holder or his duly authorized attorney). Subject to the requirements of Sections 5.02(b), (c) and (d), the Certificate Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures. (1b) No transfer of a Class S or Class R any Non-Registered Certificate shall be made unless such that transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amendedAct, and any effective registration or qualification under applicable state securities laws laws, or is made in accordance with said Act and lawsa transaction which does not require such registration or qualification. In If a transfer (other than one by the event of any such transferDepositor to an Affiliate thereof or by the Initial Purchasers to ARCap CMBS Fund II REIT, (iInc.) unless such transfer is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: (i) Rule 144A under Book-Entry Certificate to Regulation S Book-Entry Certificate During the 1933 ActRestricted Period. If, during the Trustee or Restricted Period, a Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the Depositor may require form of a written Opinion of Counsel (which may be inbeneficial interest in a Regulation S Book-house counsel) acceptable Entry Certificate, such Certificate Owner may, in addition to complying with all applicable rules and in form and substance reasonably satisfactory to the Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense procedures of the Trustee Depository and Clearstream or Euroclear applicable to transfers by their respective participants (the Depositor and (ii) the Trustee shall require the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit I "Applicable Procedures"), transfer or Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee or the Depositor. The Holder of a Class S or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if cause the transfer is not so exempt or is not made of such beneficial interest for an equivalent beneficial interest in the Regulation S Book-Entry Certificate only upon compliance with the provisions of this Section 5.02(b)(i). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with such federal and state laws. the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) Except a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and the Euroclear or Clearstream account, as provided belowthe case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit K hereto given by the Certificate Owner that is transferring such interest, --------- the Certificate Registrar, as custodian of the Book-Entry Certificates shall at all times remain registered reduce the Denomination of the Rule 144A Book-Entry Certificate by the Denomination of the beneficial interest in the name Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer. (ii) Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate After the Restricted Period. If, after the Restricted Period, a Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in a Regulation S Book-Entry Certificate only upon compliance with the provisions of this Section 5.02(b)(ii). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or its nominee Clearstream account, as the case may be) to be credited with, and at all times: the account of the Depository Participant to be debited for, such beneficial interest, and (i3) registration a certificate in the form of Exhibit N hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar as custodian of the Book-Entry Certificates may not be transferred shall reduce the Denomination of the Rule 144A Book-Entry Certificate by the Trustee except aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer. (iii) Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If the Certificate Owner of an interest in a Regulation S Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Regulation S Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate only upon compliance with the provisions of this Section 5.2(b)(iii). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another Depository; specified Depository Participant's account a beneficial interest in the Rule 144A Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant to be credited with, and the account of the Depository Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to a transfer of a beneficial interest in the Regulation S Book-Entry Certificate for a beneficial interest in the related Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in the form of Exhibit O hereto given by the Certificate Owner, or (ii) after the Depository shall maintain book-entry records with respect Restricted Period, an Investment Representation Letter in the form of Exhibit C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Certificate Owners and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration Registrar, as custodian of the Book-Entry Certificates on Certificates, shall reduce the books Denomination of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Regulation S Book-Entry Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by Denomination of the Depository Participants with respect to indirect participating firms and persons shown on beneficial interest in the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Regulation S Book-Entry Certificates Certificate to be transferred, and, concurrently with such reduction, increase the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be made in accordance with the procedures established by the a Depository Participant acting for or brokerage firmon behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Rule 144A Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Regulation S Book-Entry Certificate was reduced upon such transfer.

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of a registrar (the city where "Certificate Registrar") a register (the Corporate Trust Office is located, a "Certificate Register for each Class of Certificates Register") in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Trustee Certificate Registrar shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate is initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. For so long as the Trustee acts as Certificate Registrar, its Corporate Trust Office shall constitute the offices of the Certificate Registrar maintained for such purposes. The Trustee Certificate Registrar may appoint, by a written instrument delivered to the Master ServicerDepositor and the Trustee, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor Trustee shall at any time not be the immediately succeed to its predecessor's duties as Certificate Registrar, . The Depositor and the Trustee shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Every Certificateholder agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar, nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived. (1b) No transfer of Each Person who has or who acquires any Percentage Interest in a Class S or Class R Certificate shall be made unless deemed by the acceptance or acquisition of such Percentage Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Trustee and Depositor or their designees as its attorney-in-fact under clause (b)(iv) below to deliver payments to a Person other than such Person and to negotiate the terms of any mandatory sale under clause (b)(v) below and to execute all instruments of transfer is exempt from the registration requirements of the Securities Act of 1933, as amendedand to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any applicable state securities laws or is made Percentage Interest in accordance with said Act and laws. In a Class R Certificate are expressly subject to the event of any such transfer, following provisions: (i) Each Person holding or acquiring any Percentage Interest in a Class R Certificate shall be a Permitted Transferee and shall promptly notify the Trustee in writing of any change or impending change in its status as a Permitted Transferee. (ii) No Person shall acquire a Percentage Interest in a Class R Certificate unless such Percentage Interest is a pro rata undivided interest. (iii) In connection with any proposed transfer is made of any Percentage Interest in reliance upon Rule 144A under the 1933 Acta Class R Certificate, the Trustee or shall as a condition to registration of the Depositor may transfer, require a written Opinion of Counsel (which may be in-house counsel) acceptable delivery to and it, in form and substance reasonably satisfactory to it, of each of the Trustee following: (A) an affidavit and agreement in the Depositor form of Exhibit G hereto (the "Residual Transfer Affidavit") from the proposed transferee, representing and warranting, amongst other things, that such transfer may be made pursuant to an exemptiontransferee is a Permitted Transferee, describing that it is not acquiring its Percentage Interest in the applicable exemption and Class R Certificate that is the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense subject of the Trustee proposed transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that it will endeavor to remain a Permitted Transferee, and that it has reviewed the Depositor provisions of this Section 4.02(b) and any other transfer restrictions applicable to the Class R Certificates and agrees to be bound by them; and (iiB) the Trustee shall require the transferee to execute an investment letter (a certificate, in substantially the form attached hereto as Exhibit I F, from the Holder wishing to transfer the Class R Certificate, representing and warranting, among other things, that no purpose of the proposed transfer is to impede the assessment or collection of tax; and (C) all of such other documents as shall have been reasonably required by the Trustee as a condition to such registration. (iv) Any attempted or purported transfer of any Percentage Interest in a Class R Certificate in violation of the provisions of this Section shall be absolutely null and void and shall vest no rights in the purported transferee. If any Disqualified Organization shall become a Holder of a Class R Certificate, then the last preceding prior Holder of such Class R Certificate that is a Permitted Transferee shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of such transfer of such Class R Certificate. If a non-United States Person shall become a Holder of a Class R Certificate, then the last preceding Holder of such Class R Certificate that is a United States Person shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of such transfer of such Class R Certificate. If a transfer of a Class R Certificate is disregarded pursuant to the provisions of Treasury Regulations Section 1.860E-1 or Section 1.860G-3, then the last preceding prior Holder of such Class R Certificate that is a Permitted Transferee shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of such transfer of such Class R Certificate. The Trustee shall be under no liability to any Person for any registration of transfer of a Class R Certificate that is in fact not permitted by this Section or for making any distributions due on such Class R Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement so long as the Trustee received the related applicable documents specified in clause 4.02(a) and clause 4.02(b)(iii). The Trustee shall be entitled, but shall not be obligated, to recover, from any Holder of a Class R Certificate that was in fact not a Permitted Transferee at the time such distributions were made, all distributions made to such Holder on such Class R Certificate. Any such distributions so recovered by the Trustee shall be distributed and delivered by the Trustee to the prior Holder of such Class R Certificate that is a Permitted Transferee. (v) If any Person other than a Permitted Transferee acquires any Percentage Interest in a Class R Certificate in violation of the restrictions in this Section, then the Trustee shall have the right but not the obligation, without notice to the Holder of such Class R Certificate or any other Person, to notify the Depositor to arrange for the sale of such Class R Certificate. Such purported transferee shall promptly endorse and deliver each Class R Certificate in accordance with the instructions of the Trustee. Such purchaser may, but is not required to be, an affiliate of the Depositor. The proceeds of such sale, net of commissions (which may include commissions payable to the Depositor or its affiliates in connection with such sale), expenses and taxes due to the Depositor and/or the Trustee or otherwise, if any, will be remitted by the Trustee to the previous Holder of such Class R Certificate that is a Permitted Transferee, except that in the event that the Trustee determines that the Holder of such Class R Certificate may be liable for any amount due under this Section or any other provisions of this Agreement, the Trustee may withhold a corresponding amount from such remittance as security for such claim. The terms and conditions of any sale under this clause (v) shall be determined in the sole discretion of the Trustee and it shall not be liable to any Person as a result of its exercise of such discretion. (vi) If any Person other than a Permitted Transferee acquires any Percentage Interest in a Class R Certificate in violation of the restrictions in this Section, then the Trustee will provide to the Internal Revenue Service, and to certain Persons as described in Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), all information necessary to compute any tax imposed (A) as a result of the transfer of a Percentage Interest in a Class R Certificate to any Person who is a Disqualified Organization, including the information regarding "excess inclusions" of such Class R Certificates, and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or organization described in Section 1381 of the Code that holds an Ownership Interest in a Class R Certificate having as among its record holders at any time any Person who is a Disqualified Organization. The Trustee will be entitled to additional reasonable compensation from such Person for the cost of providing such information, but the Trustee shall in all events be required to furnish such information. (vii) Notwithstanding the delivery of a Residual Transfer Affidavit by a proposed transferee under clause (iii)(A) above, if a Responsible Officer of the Trustee who is assigned to this Agreement has actual knowledge that the proposed transferee is not a Permitted Transferee, no transfer of a Percentage Interest in a Class R Certificate to such proposed transferee shall be effected. (viii) Each Person holding or acquiring any Percentage Interest in a Class R Certificate shall agree (x) to require a Residual Transfer Affidavit from any other Person to whom such Person attempts to transfer its Percentage Interest in a Class R Certificate and (y) not to transfer its Percentage Interest unless it provides a certificate to the Trustee in the form attached hereto as Exhibit JF. (ix) acceptable Each Person holding or acquiring a Percentage Interest in a Class R Certificate, by purchasing a Percentage Interest in such Certificate, agrees to and give the Trustee written notice that it is a "pass-through interest holder" within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring a Percentage Interest in a Class R Certificate, if it is, or is holding a Percentage Interest in a Class R Certificate on behalf of, a "pass-through interest holder." The foregoing provisions of this Section shall cease to apply to transfers occurring on or after the date on which there shall have been delivered to the Trustee, in form and substance reasonably satisfactory to the Depositor and the Trustee certifying Trustee, an Opinion of Counsel addressed to the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee or the Depositor. The Holder of a Class S or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and to the Depositor against effect that such transfers will not cause REMIC I or REMIC II to fail to qualify as a REMIC or have any liability that may result if the transfer is not so exempt or is not made in accordance with adverse impact on such federal and state lawsREMIC. (2c) Except as provided belowSubject to the preceding subsections, upon surrender for registration of transfer of any Certificate at the offices of the Certificate Registrar maintained for such purpose, the Book-Entry Certificates Trustee shall at all times remain registered execute and the Certificate Registrar shall authenticate and deliver, in the name of the Depository designated transferee or transferees, one or more new Certificates of a like aggregate Percentage Interest. (d) At the option of any Holder, its Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at the offices of the Certificate Registrar maintained for such purpose. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute and the Certificate Registrar shall authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. (e) Every Certificate presented or surrendered for transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Trustee duly executed by, the Holder thereof or its nominee and at all times: attorney duly authorized in writing. (if) registration No service charge shall be made for any transfer or exchange of the Book-Entry Certificates may not be transferred by the Trustee (except to another Depository; (ii) the Depository shall maintain book-entry records as provided in Section 4.05 with respect to the Certificate Owners and with respect to ownership and transfers exchange of such Book-Entry any Exchangeable Certificates or Exchanged Certificates; (iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees), charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) but the Trustee may rely 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. (g) All Certificates surrendered for transfer and exchange shall be fully protected in relying upon information furnished destroyed by the Depository with respect to Certificate Registrar without liability on its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firmpart.

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall keep or cause to be kept at an office one of the offices or agency agencies to be appointed by the Trustee in accordance with the city where the Corporate Trust Office is located, provisions of Section 8.12 a Certificate Register for each Class of the Certificates in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate and cause to be kept in the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall will initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee Certificate Registrar may appoint, by a written instrument delivered to the Master ServicerTrustee, the Seller, the Servicer and the Depositor, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Trustee shall at any time not be the Certificate Registrar, the Trustee shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. (1b) No transfer of a Class S or Class R any Non-Offered Certificate shall be made unless such that transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amendedamended (the “1933 Act”), and any an effective registration or qualification under applicable state securities laws laws, or is made in accordance with said Act and lawsa transaction that does not require such registration or qualification. In the event that such a transfer of a Non-Offered Certificate is to be made without registration or qualification (other than in connection with the initial transfer of any such transfer, (i) unless such transfer is made in reliance upon Rule 144A under Certificate by the 1933 ActDepositor to the Seller or by the Seller to an affiliate of the Seller or to a trust, the Trustee or depositor of which is an affiliate of the Depositor may require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to Seller), the Trustee and the Depositor Certificate Registrar shall each require receipt of: either (i) written certifications from the Certificateholder desiring to effect the transfer and from such Certificateholder’s prospective transferee, substantially in the forms attached hereto as Exhibit F-1 or (ii) an Opinion of Counsel satisfactory to it that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws without such registration or is being made pursuant to said Act and laws, qualification (which Opinion of Counsel shall not be an expense of the Trustee Depositor, the Seller, the Trustee, the Servicer, the Certificate Registrar or the Depositor and (ii) Trust Fund). None of the Depositor, the Seller, the Certificate Registrar or the Trustee shall require is obligated to register or qualify the transferee Non-Offered Certificates under the 1933 Act or any other securities laws or to execute an investment letter (in substantially take any action not otherwise required under this Agreement to permit the form attached hereto as Exhibit I transfer of such Certificates without registration or Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee or the Depositorqualification. The Holder of a Class S or Class R Certificate Any Certificateholder desiring to effect such the transfer of a Private Certificate shall, and does hereby agree to, indemnify the Trustee Trustee, the Seller, the Depositor, the Certificate Registrar and the Depositor Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (2i) Except No transfer of an ERISA-Restricted Certificate shall be made unless the Trustee shall have received in the form attached hereto as provided belowExhibit F-2 or Exhibit G, as applicable, either (i) a certification letter from the Booktransferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the Code, or a person or arrangement using the assets of any such plan or arrangement, which representation letter shall not be an expense of the Trustee or the Trust Fund, (ii) if the purchaser is an insurance company and the Certificate has been the subject of an ERISA-Entry Qualifying Underwriting, a representation that the purchaser is an insurance company which is purchasing such Certificates shall at all times remain registered with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60 or (iii) in the case of any such Certificate presented for registration in the name of an employee benefit plan or arrangement subject to ERISA or Section 4975 of the Depository Code (or its nominee comparable provisions of any subsequent enactments), or a person acting on behalf of any such plan or arrangement, or using such plan’s or arrangement’s assets, an Opinion of Counsel satisfactory to the Trustee to the effect that the purchase or holding of such Certificate will not result in prohibited transactions under Section 406 of ERISA and/or Section 4975 of the Code and at will not subject the Depositor, the Seller, the Trustee or the Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of such parties or the Trust Fund. In the event the representations referred to in the preceding sentence are not furnished, such representations shall be deemed to have been made to the Trustee by the transferee’s acceptance of an ERISA-Restricted Certificate, or by any beneficial owner who purchases an interest in such Certificate in book-entry form. In the event that a representation is violated, or any attempt to transfer an ERISA-Restricted Certificate to a plan, arrangements or person, a plan or using a plan’s or arrangement’s assets is attempted without the delivery to the trustee of the opinion of counsel described above, the attempted transfer or acquisition of such Certificate shall be void and of no effect. Neither an Opinion of Counsel nor any certification will be required in connection with the initial transfer of any such Certificate by the Depositor to an affiliate of the Depositor (in which case, the Depositor or any affiliate thereof shall be deemed to have represented that such affiliate is not a Plan or a Person investing Plan Assets) and the Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Trustee, shall be a written representation) from the Depositor of the status of such transferee as an affiliate of the Depositor. (ii) [Reserved] (iii) If any Certificate or any interest therein is acquired or held in violation of the provisions of Section 5.02(c)(i), the next preceding permitted beneficial owner will be treated as the beneficial owner of that Certificate retroactive to the date of transfer to the purported beneficial owner. Any purported beneficial owner whose acquisition or holding of any such Certificate or interest therein was effected in violation of the provisions of the preceding paragraph shall indemnify and hold harmless the Depositor, the Servicer, the Seller, the Trustee, the Certificate Registrar, the Underwriter and the Trust Fund from and against any and all times: liabilities, claims, costs or expenses incurred by those parties as a result of that acquisition or holding. (i) registration Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Trustee or its designee under clause (iii)(A) below to deliver payments to a Person other than such Person and to negotiate the terms of any mandatory sale under clause (iii)(B) below and to execute all instruments of Transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Residual Certificate, the Trustee shall require delivery to it and shall not register the Transfer of any Residual Certificate until its receipt of an affidavit and agreement (a “Transfer Affidavit and Agreement”), in the form attached hereto as Exhibit F-2 from the proposed Transferee, representing and warranting, among other things, that such Transferee is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the Bookproposed Transfer as a nominee, trustee or agent for any Person that is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Residual Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 5.02(d) and agrees to be bound by them. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Trustee who is assigned to this transaction has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Residual Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall agree (x) to require a Transfer Affidavit and Agreement in the form attached hereto as Exhibit F-2) from any other Person to whom such Person attempts to transfer its Ownership Interest in a Residual Certificate and (y) not to transfer its Ownership Interest unless it provides a Transferor Affidavit (in the form attached hereto as Exhibit F-2) to the Trustee stating that, among other things, it has no actual knowledge that such other Person is not a Permitted Transferee. (E) Each Person holding or acquiring an Ownership Interest in a Residual Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Trustee written notice that it is a “pass-Entry Certificates may not be transferred through interest holder” within the meaning of temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Residual Certificate, if it is, or is holding an Ownership Interest in a Residual Certificate on behalf of, a “pass-through interest holder.” (ii) The Trustee will register the Transfer of any Residual Certificate only if it shall have received the Transfer Affidavit and Agreement and all of such other documents as shall have been reasonably required by the Trustee except as a condition to another Depository; such registration. In addition, no Transfer of a Residual Certificate shall be made unless the Trustee shall have received a representation letter from the Transferee of such Certificate to the effect that such Transferee is a Permitted Transferee. (iiA) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the Depository provisions of this Section 5.02(d), then the last preceding Permitted Transferee shall maintain book-entry records be restored, to the extent permitted by law, to all rights as holder thereof retroactive to the date of registration of such Transfer of such Residual Certificate. The Trustee shall be under no liability to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by this Section 5.02(d) or for making any payments due on such Certificate to the holder thereof or for taking any other action with respect to such holder under the provisions of this Agreement. (B) If any purported Transferee shall become a holder of a Residual Certificate in violation of the restrictions in this Section 5.02(d) and to the extent that the retroactive restoration of the rights of the holder of such Residual Certificate as described in clause (iii)(A) above shall be invalid, illegal or unenforceable, then the Trustee shall have the right, without notice to the holder or any prior holder of such Residual Certificate, to sell such Residual Certificate to a purchaser selected by the Trustee on such terms as the Trustee may choose. Such purported Transferee shall promptly endorse and deliver each Residual Certificate in accordance with the instructions of the Trustee. Such purchaser may be the Trustee itself or any Affiliate of the Trustee. The proceeds of such sale, net of the commissions (which may include commissions payable to the Trustee or its Affiliates), expenses and taxes due, if any, will be remitted by the Trustee to such purported Transferee. The terms and conditions of any sale under this clause (iii)(B) shall be determined in the sole discretion of the Trustee, and the Trustee shall not be liable to any Person having an Ownership Interest in a Residual Certificate as a result of its exercise of such discretion. (iv) The Trustee shall make available to the Internal Revenue Service and those Persons specified by the REMIC Provisions all information necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest in a Residual Certificate to any Person who is a Disqualified Organization, including the information described in Treasury regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the Certificate Owners and with respect to ownership and transfers “excess inclusions” of such Book-Entry Certificates; Residual Certificate and (iiiB) ownership and transfers as a result of registration any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or organization described in Section 1381 of the Book-Entry Certificates on the books of the Depository Code that holds an Ownership Interest in a Residual Certificate having as among its record holders at any time any Person which is a Disqualified Organization. Such information shall be governed by applicable rules established provided by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; Trustee upon receipt of reasonable compensation. (v) The provisions of this Section 5.02(d) set forth prior to this subsection (v) may be modified, added to or eliminated, provided that there shall have been delivered to the Trustee shall deal with and the Depository, Depository Participants and indirect participating firms as representatives Certificate Registrar at the expense of the Certificate Owners of party seeking to modify, add to or eliminate any such provision the Book-Entry Certificates for purposes of exercising following: (A) written notification from each Rating Agency to the rights of Holders under this Agreementeffect that the modification, and requests and directions for and votes addition to or elimination of such representatives shall provisions will not be deemed cause such Rating Agency to downgrade its then-current ratings of any Class of Certificates; and (B) an Opinion of Counsel, in form and substance satisfactory to the Trustee and the Certificate Registrar, to the effect that such modification of, addition to or elimination of such provisions will not cause any REMIC created hereunder to cease to qualify as a REMIC and will not cause any REMIC created hereunder, as the case may be, to be inconsistent if they are made with respect subject to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished an entity-level tax caused by the Depository with respect Transfer of any Residual Certificate to its Depository Participants and furnished a Person that is not a Permitted Transferee or (y) a Person other than the prospective transferee to be subject to a REMIC-tax caused by the Depository Participants with respect Transfer of a Residual Certificate to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firma Person that is not a Permitted Transferee.

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Trustee Certificate Registrar shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate and cause to be kept in the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall Chase Manhattan Bank, 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 is hereby initially serve as appointed Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee Certificate Registrar may appoint, by a written instrument delivered to the Master Depositor, the Trustee, the Special Servicer and the Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Trustee shall at any time not be Servicer resigns or is removed in accordance with the terms hereof, and The Chase Manhattan Bank resigns as Certificate Registrar, the Trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. If The Chase Manhattan Bank is removed as Servicer pursuant to an Event of Default described in Section 7.01(a)(v), (vi) or (vii), then The Chase Manhattan Bank shall be terminated as Certificate Registrar and, with respect to its duties as Certificate Registrar, shall immediately be succeeded by the Trustee. The Depositor, the Trustee, the Paying Agent, the Servicer and the Special Servicer shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Servicer, the Trustee, the Paying Agent, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at its office maintained at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at the Corporate Trust Office, if the Trustee is the Certificate Registrar (the "Registrar Office") together with an assignment and transfer (executed by the Holder or his duly authorized attorney). Subject to the requirements of Sections 5.02(b), (c) and (d), the Certificate Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures. (1b) No transfer of a Class S or Class R any Non-Registered Certificate shall be made unless such that transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amendedAct, and any effective registration or qualification under applicable state securities laws laws, or is made in accordance with said Act and lawsa transaction which does not require such registration or qualification. In If a transfer (other than one by the event of any such transfer, (iDepositor to an Affiliate thereof) unless such transfer is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: (i) the Certificate Registrar shall require that the transferee deliver to the Certificate Registrar an investment representation letter (the "Investment Representation Letter") substantially in the form of Exhibit C attached hereto, which Investment Representation Letter shall certify, among other things, that the transferee is an institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (an "Institutional Accredited Investor") or a "qualified institutional buyer" as defined in Rule 144A under the 1933 ActSecurities Act (a "Qualified Institutional Buyer"), and the Trustee or Certificate Registrar may also require that the Depositor may require a written transferee deliver to the Certificate Registrar an Opinion of Counsel if such transferee is not a Qualified Institutional Buyer or (which may ii) if the certifications described in the preceding clause (i) cannot be in-house counselprovided, (a) acceptable to and in form and substance the Certificate Registrar shall require an Opinion of Counsel reasonably satisfactory to the Trustee Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act registration or qualification under the Securities Act, applicable state securities laws and laws or is being made pursuant to said Act and other relevant laws, which Opinion of Counsel shall not be an expense of the Trustee Trust Fund, the Certificate Registrar, the Depositor or the Depositor Trustee and (iib) the Trustee Certificate Registrar shall require the transferee transferor to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and a certification in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee Certificate Registrar setting forth the facts surrounding such transfer; provided, which investment letter shall not be an expense of the Trustee or the Depositor. The Holder however, that a transfer of a Non-Registered Certificate of any such Class S or Class R Certificate desiring may be made to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result a trust if the transfer is not so exempt or is not made in accordance with such federal and state laws. (2) Except as provided below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of the Book-Entry Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect transferor provides to the Certificate Owners Registrar and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with a certification that interests in such trust may only be transferred subject to requirements substantially to the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under effect set forth in this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firmSection 5.

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Trustee Certificate Registrar shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. Wells Fargo Bank,. N.A., located at 9062 Old Annapolis Road, Columbia, Mxxxxxnd 21045-1951, is hereby initiaxxx xxxxxxxxx Xxxxxxxxxxx Xxxxxxxxx xxx xxx xxxxxxx xx registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee shall also designate and cause to be kept in the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve as Certificate Registrar for the purpose of registering Certificates as herein provided. The Trustee may appoint, by a written instrument delivered to the Depositor, the Trustee, the Paying Agent, the Special Servicer and the Master ServicerServicers, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If Wells Fargo Bank, N.A. resigns or is removed as Paying Agent, the Trustee shall at any time not be Trustex xxxll immediately succeed to the duties of the Certificate Registrar. The Depositor, the Trustee Trustee, the Master Servicers and the Special Servicer shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Master Servicers, the Paying Agent, the Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at its office maintained at Wells Fargo Bank, N.A., Wells Fargo Center, Sixth Street and Marquette Axxxxx, Minneapolis, Minnxxxxx 55479, Attentixx: Xxxxxxxxx Xxxxx Xxxxxxxx - X.X. Xxxxxx 0000-XXX0 (xxx "Xxxxstrar Office") together with an assignmexx xxx xxxxsfer (executed by the Holder or his duly authorized attorney). Subject to the requirements of Sections 5.02(b), (c) and (d), the Certificate Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures. (1b) No transfer of a Class S or Class R any Non-Registered Certificate shall be made unless such that transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amendedAct, and any effective registration or qualification under applicable state securities laws laws, or is made in accordance with said Act and lawsa transaction which does not require such registration or qualification. In If a transfer (other than one by the event of any such transferDepositor to an Affiliate thereof or by the Initial Purchasers to Redwood Trust, (iInc.) unless such transfer is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: (i) Rule 144A under Book-Entry Certificate to Regulation S Book-Entry Certificate During the 1933 ActRestricted Period. If, during the Trustee or Restricted Period, a Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the Depositor may require form of a written Opinion of Counsel (which may be inbeneficial interest in a Regulation S Book-house counsel) acceptable Entry Certificate, such Certificate Owner may, in addition to complying with all applicable rules and in form and substance reasonably satisfactory to the Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense procedures of the Trustee Depository and Clearstream or Euroclear applicable to transfers by their respective participants (the Depositor and (ii) the Trustee shall require the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit I "Applicable Procedures"), transfer or Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee or the Depositor. The Holder of a Class S or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if cause the transfer is not so exempt or is not made of such beneficial interest for an equivalent beneficial interest in the Regulation S Book-Entry Certificate only upon compliance with the provisions of this Section 5.02(b)(i). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with such federal and state laws. the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) Except a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and the Euroclear or Clearstream account, as provided belowthe case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit K hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar, as custodian of the Book-Entry Certificates shall at all times remain registered reduce the Denomination of the Rule 144A Book-Entry Certificate by the Denomination of the beneficial interest in the name Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer. (ii) Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate After the Restricted Period. If, after the Restricted Period, a Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in a Regulation S Book-Entry Certificate only upon compliance with the provisions of this Section 5.02(b)(ii). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or its nominee Clearstream account, as the case may be) to be credited with, and at all times: the account of the Depository Participant to be debited for, such beneficial interest, and (i3) registration a certificate in the form of Exhibit N hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar as custodian of the Book-Entry Certificates may not be transferred shall reduce the Denomination of the Rule 144A Book-Entry Certificate by the Trustee except aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer. (iii) Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If the Certificate Owner of an interest in a Regulation S Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Regulation S Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate only upon compliance with the provisions of this Section 5.2(b)(iii). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another Depository; specified Depository Participant's account a beneficial interest in the Rule 144A Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant to be credited with, and the account of the Depository Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to a transfer of a beneficial interest in the Regulation S Book-Entry Certificate for a beneficial interest in the related Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in the form of Exhibit O hereto given by the Certificate Owner, or (ii) after the Depository shall maintain book-entry records with respect Restricted Period, an Investment Representation Letter in the form of Exhibit C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer (an "Investment Representation Letter"), the Certificate Owners and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration Registrar, as custodian of the Book-Entry Certificates on Certificates, shall reduce the books Denomination of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Regulation S Book-Entry Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by Denomination of the Depository Participants with respect to indirect participating firms and persons shown on beneficial interest in the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Regulation S Book-Entry Certificates Certificate to be transferred, and, concurrently with such reduction, increase the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be made in accordance with the procedures established by the a Depository Participant acting for or brokerage firmon behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Rule 144A Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Regulation S Book-Entry Certificate was reduced upon such transfer.

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Trustee Certificate Registrar shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate and cause to be kept in the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall Chase Manhattan Bank, 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 is hereby initially serve as appointed Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee Certificate Registrar may appoint, by a written instrument delivered to the Master Depositor, the Trustee, the Special Servicer, the Servicer and the Fiscal Agent, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Trustee shall at any time not be Servicer resigns or is removed in accordance with the terms hereof, and The Chase Manhattan Bank resigns as Certificate Registrar, the Trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. If The Chase Manhattan Bank is removed as Servicer pursuant to an Event of Default described in Section 7.01(a)(v), (vi) or (vii), then The Chase Manhattan Bank shall be terminated as Certificate Registrar and, with respect to its duties as Certificate Registrar, shall immediately be succeeded by the Trustee. The Depositor, the Trustee, the Paying Agent, the Servicer and the Special Servicer shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Servicer, the Trustee, the Fiscal Agent, the Paying Agent, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at its office maintained at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at the Corporate Trust Office, if the Trustee is the Certificate Registrar (the "Registrar Office") together with an assignment and transfer (executed by the Holder or his duly authorized attorney). Subject to the requirements of Sections 5.02(b), (c) and (d), the Certificate Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures. (1b) No transfer of a Class S or Class R any Non-Registered Certificate shall be made unless such that transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amendedAct, and any effective registration or qualification under applicable state securities laws laws, or is made in accordance with said Act and lawsa transaction which does not require such registration or qualification. In If a transfer (other than one by the event of any such transfer, (iDepositor to an Affiliate thereof) unless such transfer is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: (i) the Certificate Registrar shall require that the transferee deliver to the Certificate Registrar an investment representation letter (the "Investment Representation Letter") substantially in the form of Exhibit C attached hereto, which Investment Representation Letter shall certify, among other things, that the transferee is an institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (an "Institutional Accredited Investor") or a "qualified institutional buyer" as defined in Rule 144A under the 1933 ActSecurities Act (a "Qualified Institutional Buyer"), and the Trustee or Certificate Registrar may also require that the Depositor may require a written transferee deliver to the Certificate Registrar an Opinion of Counsel if such transferee is not a Qualified Institutional Buyer or (which may ii) if the certifications described in the preceding clause (i) cannot be in-house counselprovided, (a) acceptable to and in form and substance the Certificate Registrar shall require an Opinion of Counsel reasonably satisfactory to the Trustee Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act registration or qualification under the Securities Act, applicable state securities laws and laws or is being made pursuant to said Act and other relevant laws, which Opinion of Counsel shall not be an expense of the Trustee Trust Fund, the Certificate Registrar, the Depositor or the Depositor Trustee and (iib) the Trustee Certificate Registrar shall require the transferee transferor to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and a certification in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee Certificate Registrar setting forth the facts surrounding such transfer; provided, which investment letter shall not be an expense of the Trustee or the Depositor. The Holder however, that a transfer of a Non-Registered Certificate of any such Class S or Class R Certificate desiring may be made to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result a trust if the transfer is not so exempt or is not made in accordance with such federal and state laws. (2) Except as provided below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of the Book-Entry Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect transferor provides to the Certificate Owners Registrar and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with a certification that interests in such trust may only be transferred subject to requirements substantially to the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under effect set forth in this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firmSection 5.

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall keep or cause to be kept at an office one of the offices or agency agencies to be appointed by the Trustee in accordance with the city where the Corporate Trust Office is located, provisions of Section 8.02 a Certificate Register for each Class of the Certificates and the Uncertificated Interest in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates of such Class and the Uncertificated Interest and of transfers and exchanges of such Certificates and the Uncertificated Interest as herein provided. The Trustee All Certificates shall also designate and cause to be kept in surrendered at the City designated office of New York an office the Certificate Registrar. As of the Closing Date, the Certificate Registrar designates the offices located at and through which Certificates may be delivered to and 84 90 received from the Trustee DB Services Tennessee, 000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, Attention: Transfer Unit, for purposes of transfers and exchanges as herein providedsuch purposes. The Trustee shall will initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee Certificate Registrar may appoint, by a written instrument delivered to the Master ServicerTrustee, the Seller, the Servicer and the Depositor, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Trustee shall at any time not be the Certificate Registrar, the Trustee shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. The Certificate Register in respect of the Uncertificated Interest shall contain a statement that transfers of the Uncertificated Interest to a Disqualified Organization are prohibited as provided in this Agreement. (1b) No transfer of a Class S or Class R any Non-Offered Certificate shall be made unless such that transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amendedamended (the “1933 Act”), and any an effective registration or qualification under applicable state securities laws laws, or is made in accordance with said Act and lawsa transaction that does not require such registration or qualification. In the event that such a transfer of a Non-Offered Certificate is to be made without registration or qualification (other than in connection with the initial transfer of any such transferCertificate by the Depositor to the Seller or by the Seller to an affiliate of the Seller or to a trust, the depositor of which is an affiliate of the Seller), (i1) unless such in the case of a transfer is made in reliance upon Rule 144A under the 1933 Actof any Non-Offered Certificate, the Trustee or the Depositor may require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee and the Depositor Certificate Registrar shall each require receipt of: either (i) written certifications from the Certificateholder desiring to effect the transfer and from such Certificateholder’s prospective transferee, substantially in the forms attached hereto as Exhibit F-1 or (ii) an Opinion of Counsel satisfactory to it that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws without such registration or is being made pursuant to said Act and laws, qualification (which Opinion of Counsel shall not be an expense of the Trustee Depositor, the Seller, the Trustee, the Servicer, the Certificate Registrar or the Depositor Trust Fund) and (2) in the case of a transfer of a Class C Certificate, the proposed transferee of the Class C Certificate shall provide to the Trustee the appropriate tax certification form (i.e., IRS Form W-9 or IRS Form X-0XXX, X-0XXX, X-0XXX or W-8ECI, as applicable (or any successor form thereto)) and shall agree to update such forms (i) upon expiration of any such form, (ii) as required under then applicable Treasury regulations and (iii) promptly upon learning that such form has become obsolete or incorrect, as a condition to such transfer. Under this Agreement, upon receipt of any such tax certification form from a transferee of any Class C Certificate, the Trustee (including in its capacity as Supplemental Interest Trust Trustee) shall require the transferee forward such tax certification form provided to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and in form and substance reasonably satisfactory it to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee or the DepositorSwap Provider. The Holder Each holder of a Class S C Certificate and each transferee thereof shall be deemed to have consented to the Trustee forwarding to the Swap Provider any such tax certification form it has provided and updated in accordance with these transfer restrictions. Any purported sales or transfers of any Class R C Certificate to a transferee which do not comply with the requirements of clause (2) of the third preceding sentence of this paragraph where non-compliance directly results in a reduction in amounts paid by the Swap Provider under the Swap Agreement shall be deemed null and void under this Agreement. The Trustee shall have no duty to take action to correct any misstatement or omission in any tax certification provided to it and forwarded to the Swap Provider. None of the Depositor, the Seller, the Certificate Registrar or the Trustee is obligated to register or qualify the Non-Offered Certificates under the 1933 Act or any other securities laws or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without registration or qualification. Any Certificateholder desiring to effect such the transfer of a Non-Offered Certificate shall, and does hereby agree to, indemnify the Trustee Trustee, the Seller, the Depositor, the Certificate Registrar and the Depositor Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (2i) Except No transfer of an ERISA-Restricted Certificate shall be made unless the Trustee has received in the form attached hereto as provided belowExhibit F-2 or Exhibit G, as applicable, either (x) a certification letter from the Booktransferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not a Plan or a person using the assets of any such Plan, which representation letter shall not be an expense of the Trustee or the Trust Fund, (y) if the purchaser is an insurance company and the Certificate has been the subject of an ERISA-Entry Qualifying Underwriting, a representation that the purchaser is an insurance company which is purchasing such Certificates shall at all times remain registered with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60 or (z) in the case of any such Certificate presented for registration in the name of a Plan or a person acting on behalf of any such Plan, or using such Plan’s assets, an Opinion of Counsel satisfactory to the Depository Trustee to the effect that the purchase or its nominee holding of such Certificate will not result in prohibited transactions under Section 406 of ERISA and/or Section 4975 of the Code and at will not subject the Depositor, the Seller, the Trustee or the Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of such parties or the Trust Fund. In the event the representations referred to in the preceding sentence are not furnished, such representations shall be deemed to have been made to the Trustee by the transferee’s acceptance of an ERISA-Restricted Certificate, or by any beneficial owner who purchases an interest in such Certificate in book-entry form. In the event that a representation is violated, or any attempt to transfer an ERISA-Restricted Certificate to a Plan, or a person using a Plan’s assets is attempted without the delivery to the Trustee of the opinion of counsel described above, the attempted transfer or acquisition of such Certificate shall be void and of no effect. Neither an Opinion of Counsel nor any certification will be required in connection with the initial transfer of any such Certificate by the Depositor to an affiliate of the Depositor (in which case, the Depositor or any Affiliate thereof shall be deemed to have represented that such affiliate is not a Plan or a Person investing Plan Assets) and the Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Trustee, shall be a written representation) from the Depositor of the status of such transferee as an affiliate of the Depositor. If any Certificate or any interest therein is acquired or held in violation of the provisions of this Section 5.02(c)(i), the next preceding permitted beneficial owner will be treated as the beneficial owner of that Certificate retroactive to the date of transfer to the purported beneficial owner. Any purported beneficial owner whose acquisition or holding of any such Certificate or interest therein was effected in violation of the provisions of the preceding paragraph shall indemnify and hold harmless the Depositor, the Servicer, the Seller, the Trustee, the Certificate Registrar, the Underwriter and the Trust Fund from and against any and all times: liabilities, claims, costs or expenses incurred by those parties as a result of that acquisition or holding. (ii) No transfer of an ERISA-Restricted Trust Certificate prior to the termination of the Swap Agreement (or in the case of the Class AF-1 Certificates, the Class AF-1 Cap Agreement) shall be made unless the Trustee has received a representation letter from the transferee of such Certificate, substantially in the form set forth in Exhibit G, to the effect that either (i) registration such transferee is neither a Plan nor a Person acting on behalf of any such Plan or using the Book-Entry Certificates may not be transferred by the Trustee except assets of any such Plan to another Depository; effect such transfer or (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners acquisition and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration holding of the BookERISA-Entry Certificates on Restricted Trust Certificate are eligible for exemptive relief under Prohibited Transaction Class Exemption (“PTCE”) 00-00, XXXX 00-0, XXXX 91-38, XXXX 00-00, XXXX 96-23 or the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Booknon-Entry Certificates for purposes of exercising the rights of Holders fiduciary service provider exemption under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firmSection 408(b)(17)

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Trustee Certificate Registrar (located as of the Closing Date at the Corporate Trust Office), shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate is hereby initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the Special Servicer and the Master Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall at any time not be immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee (if it is no longer the Certificate Registrar), the Trustee Master Servicer and the Special Servicer shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the -221- Certificate Register. Upon written request of any Certificateholder made for purposes of communicating with other Certificateholders with respect to their rights under this Agreement, the Certificate Registrar shall promptly furnish such Certificateholder with a list of the other Certificateholders of record identified in the Certificate Register at the time of the request. (1b) No transfer of a Class S or Class R any Non-Registered Certificate shall be made unless such that transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amendedAct, and any effective registration or qualification under applicable state securities laws laws, or is made in accordance a transaction that does not require such registration or qualification. If such a transfer is to be made without registration under the Securities Act (other than in connection with said Act the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective Affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives (and laws. In the event of any such transferupon receipt, may conclusively rely upon) either: (i) unless a certificate from the Certificateholder desiring to effect such transfer is made substantially in reliance upon Rule 144A under the 1933 Actform attached as Exhibit G-1 hereto, and a certificate from such Certificateholder's prospective transferee substantially in the Trustee form attached as either Exhibit G-2 hereto or the Depositor may require a written as Exhibit G-3 hereto; or (ii) an Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee and Certificate Registrar to the Depositor effect that such transfer may be made pursuant to an exemption, describing without registration under the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Act and laws, (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Depositor and (iiCertificate Registrar in their respective capacities as such), together with the written certification(s) the Trustee shall require the transferee as to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfertransfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder's prospective transferee on which such Opinion of Counsel is based. None of the Depositor, which investment letter shall not be an expense of the Trustee or the DepositorCertificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of any Non-Registered Certificate without registration or qualification. The Any Holder of a Class S or Class R Non-Registered Certificate desiring to effect such a transfer shall, and does hereby agree upon acquisition of such a Certificate shall be deemed to have agreed to, indemnify the Trustee Trustee, the Certificate Registrar and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. In connection with transfer of the Non-Registered Certificates, the Depositor shall furnish upon request of a Certificateholder or Certificate Owner to such Holder or Certificate Owner and any prospective purchaser designated by such Certificateholder or Certificate Owner the information required to be delivered under paragraph (d)(4) of Rule 144A of the Securities Act. Notwithstanding the foregoing, for so long as any Non-Registered Certificate is a Book-Entry Certificate, (a) each prospective transferor of such Certificate shall be deemed to have represented to the Trustee, the Depositor and the transferee of such Certificate the information set forth on Exhibit G-1 upon or prior to such transfer and (b) each prospective transferee of such Certificate shall be deemed to have represented to the Trustee, the Paying Agent, the Depositor and the transferor of such Certificate the information set forth on Exhibit G-2 or Exhibit G-3 upon or prior to such transfer. In addition, if such prospective transferee is an Institutional Accredited Investor (but not also a Qualified Institutional Buyer), such prospective transferee shall be deemed to have acknowledged that any beneficial interest in a Book-Entry Certificate that is transferred to it is required to be delivered in the form of a Definitive Certificate and shall cease to be an interest in such Book-Entry Certificate and, thereafter, shall be subject to all transfer restrictions and other procedures applicable to Certificates in definitive form. (c) No transfer of a Certificate or any interest therein shall be made to any "employee benefit plan" subject to Title I of ERISA, any "plan" subject to Section 4975 of the Code or any other retirement plan or other employee benefit plan or arrangement subject to applicable federal, state or local law ("Similar Law") substantively similar to the foregoing provisions of ERISA or the Code, or any Person acting on behalf of or with any assets of any such plan (each, a "Plan") unless (A) in the case of a Certificate other than a Residual Certificate or a Class Z Certificate, the transferee is an insurance company general account which is eligible for, and satisfies all the requirements of, exemptive relief under Sections I and III of Department of Labor Prohibited Transaction Class Exemption 95-60 ("PTE 95-60") or (B) in the case of a Certificate other than an ERISA Restricted Certificate, a Residual Certificate or a Class Z Certificate, the transferee (1) qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D under the Securities Act and (2) satisfies all the requirements of the Exemptions as in effect at the time of such transfer. Each Person who acquires a Certificate in Definitive Certificate form shall be required to certify in writing in the form attached as Exhibit H hereto that it meets the foregoing conditions and that it will not transfer such Certificate in violation of the foregoing, and each Person who acquires a Certificate in Book-Entry Certificate form shall be deemed to have represented that the foregoing conditions are satisfied and that it will not transfer such Certificate in violation of the foregoing. (i) Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Paying Agent under clause (ii)(A) below to deliver payments to a Person other than such Person and to have irrevocably authorized the Certificate Registrar under clause (ii)(B) below to negotiate the terms of any mandatory disposition and to execute all instruments of Transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions: (1) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the Master Servicer, the Paying Agent and the Certificate Registrar of any change or impending change in its status as a Permitted Transferee. (2) Except as provided belowIn connection with any proposed Transfer of any Ownership Interest in a Residual Certificate, the Book-Entry Certificates Certificate Registrar shall at all times remain registered require delivery to it, and shall not register the Transfer of any Residual Certificate until its receipt of an affidavit and agreement substantially in the name of form attached hereto as Exhibit I-1 (a "Transfer Affidavit and Agreement"), from the Depository or its nominee proposed Transferee, in form and at all times: (i) registration of the Book-Entry Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect substance satisfactory to the Certificate Owners Registrar, and with respect upon which the Certificate Registrar may, in the absence of actual knowledge by a Responsible Officer of either the Trustee or the Certificate Registrar to ownership the contrary, conclusively rely, representing and transfers of warranting, among other things, that such Book-Entry CertificatesTransferee is a Permitted Transferee; (iii) ownership and transfers of registration that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the Book-Entry Certificates on proposed Transfer as a nominee, trustee or agent for any Person that is not a Permitted Transferee; that for so long as it retains its Ownership Interest in a Residual Certificate, it will endeavor to remain a Permitted Transferee; that it has historically paid its debts as they have come due, intends to pay its debts as they come due in the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual future and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal intends to pay all taxes associated with the DepositoryResidual Certificate as they come due; and that it has reviewed the provisions of this Section 5.02(d) and agrees to be bound by them. (3) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, Depository Participants and indirect participating firms as representatives if a Responsible Officer of the Certificate Owners Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of the Book-Entry Certificates for purposes of exercising the rights of Holders under this Agreement, an Ownership Interest in a Residual Certificate to such proposed Transferee shall be effected. (4) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall agree (a) to require a Transfer Affidavit and requests and directions for and votes of Agreement from any prospective Transferee to whom such representatives shall not be deemed Person attempts to be inconsistent if they are made with respect to different transfer its Ownership Interest in such Residual Certificate Owners; and (vib) not to transfer its Ownership Interest in such Residual Certificate unless it provides to the Trustee may rely and shall be fully protected Certificate Registrar a certificate substantially in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of form attached hereto as Exhibit I-2 stating that, among other things, it has no actual knowledge that such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firmprospective Transferee is not a Permitted Transferee.

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Trustee Certificate Registrar (located as of the Closing Date at the Corporate Trust Office of the Trustee) shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate is hereby initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Master ServicerServicers, the Special Servicer and (if the Trustee is not the Certificate Registrar) the Trustee, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall at any time not be immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee (if it is no longer the Certificate Registrar), the Trustee Master Servicers and the Special Servicer shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Upon written request of any Certificateholder made for purposes of communicating with other Certificateholders with respect to their rights under this Agreement, the Certificate Registrar shall promptly furnish such Certificateholder with a list of the other Certificateholders of record identified in the Certificate Register at the time of the request. (1b) No transfer Transfer of a Class S any Non-Registered Certificate or Class R Certificate interest therein shall be made unless such transfer that Transfer is exempt from the registration and/or qualification requirements of the Securities Act of 1933, as amended, and any applicable state securities laws laws, or is otherwise made in accordance with said the Securities Act and such state securities laws. In the event If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such transferCertificate by the Depositor, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated or any of their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) unless a certificate from the Certificateholder desiring to effect such transfer is made Transfer substantially in reliance upon Rule 144A under the 1933 Actform attached hereto as Exhibit E-1 and a certificate from such Certificateholder's prospective Transferee substantially in the form attached hereto either as Exhibit E-2A or, except in the Trustee case of the Class R-I, Class R-II or the Depositor may require a written Class Z Certificates, as Exhibit E-2B; or (ii) an Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee to the effect that the prospective Transferee is a Qualified Institutional Buyer or, except in the case of the Class R-I, Class R-II or Class Z Certificates, an Institutional Accredited Investor, and the Depositor that such transfer Transfer may be made pursuant to an exemption, describing without registration under the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Act and laws, (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicer, the REMIC Administrator, the Trustee or the Depositor and Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder's prospective Transferee on which such Opinion of Counsel is based. No beneficial interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates may be held by any Person that is not a Qualified Institutional Buyer. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (iiother than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any -221- interest therein by the Depositor, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) the Trustee shall require the transferee to execute an investment letter (a certificate from such Certificate Owner's prospective Transferee substantially in substantially the form attached hereto as Exhibit I E-2C, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer and such Transfer may be made without registration under the Securities Act. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit JE-2C hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred to any Non-United States Securities Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates, provided that the Certificate Owner desiring to effect such Transfer (i) acceptable complies with the requirements for Transfers of interests in such Regulation S Global Certificate set forth in the following paragraph and (ii) delivers or causes to be delivered to the Certificate Registrar and the Trustee (A) a certificate from such Certificate Owner confirming its ownership of the beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a copy of the certificate to be obtained by such Certificate Owner from its prospective Transferee in accordance with the second sentence of the following paragraph and (C) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Trustee, as transfer agent for the Depository, to approve the debit of the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and approve the credit of the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Trustee of such certifications and such orders and instructions, the Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the subject Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Regulation S Global Certificate for such Class of Certificates, by the denomination of the beneficial interest in such Class of Certificates specified in such orders and instructions. No beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates may be held by any Person that is a United States Securities Person. Any Certificate Owner desiring to effect any Transfer of a beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from such Certificate Owner's prospective Transferee a certificate substantially in the form and substance reasonably satisfactory set forth in Exhibit E-2D hereto to the Depositor and effect that such Transferee is not a United States Securities Person. If any Transferee of an interest in the Trustee certifying Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Depositor Transferor the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the Trustee certifications set forth in Exhibit E-2D hereto are, with respect to the facts surrounding such transfersubject Transfer, which investment letter shall not true and correct. Notwithstanding the preceding paragraph, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be an expense of transferred to any Qualified Institutional Buyer that takes delivery in the Trustee or the Depositor. The Holder form of a beneficial interest in the Rule 144A Global Certificate for such Class S or Class R of Certificates, provided that the Certificate Owner desiring to effect such transfer (i) complies with the requirements for Transfers of interests in such Rule 144A Global Certificate set forth in the third paragraph of this Section 5.02(b) and (ii) delivers or causes to be delivered to the Certificate Registrar and the Trustee (A) a certificate from such Certificate Owner confirming its ownership of the beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a copy of the certificate or Opinion of Counsel to be obtained by such Certificate Owner from its prospective Transferee in accordance with the second sentence of the third paragraph of this Section 5.02(b) and (C) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Trustee to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Trustee of such certification(s) and/or Opinion of Counsel and such orders and instructions, the Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of the subject Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class of Certificates, by the denomination of the beneficial interest in such Class of Certificates specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Global Certificate upon delivery to the Certificate Registrar and the Trustee of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Trustee to debit the account of a Depository Participant by the denomination of the transferred interests in such Global Certificate. Upon delivery to the Certificate Registrar and the Trustee of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Global Certificate by the denomination of the transferred interests in such Global Certificate, and shall cause a Definitive Certificate of the same Class as such Global Certificate, and in a denomination equal to the reduction in the denomination of such Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. None of the Depositor, the Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Trustee Depositor, the Initial Purchasers, the Trustee, any Fiscal Agent, the Master Servicers, the Special Servicer, the REMIC Administrator and the Depositor Certificate Registrar against any liability that may result if the transfer such Transfer is not so exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws or is not made in accordance with such federal and state laws. (2) Except as provided below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of the Book-Entry Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Trustee Certificate Registrar (located as of the Closing Date at 000 X. XxXxxxx Street, Suite 1625, Chicago, Illinois 60603, Attention: Asset-Backed Securities Trust Services Group-First Union National Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2001-C3), shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate Paying Agent is hereby initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the Special Servicer and the Master Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If LaSalle Bank National Association is removed as Paying Agent, then LaSalle Bank National Association shall be removed as Certificate Registrar. The Depositor, the Trustee, the Master Servicer may prescribe. If and the Trustee shall at any time not be the Certificate Registrar, the Trustee Special Servicer shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Upon written request of any Certificateholder made for purposes of communicating with other Certificateholders with respect to their rights under this Agreement, the Certificate Registrar shall promptly furnish such Certificateholder with a list of the other Certificateholders of record identified in the Certificate Register at the time of the request. (1b) No transfer of a Class S or Class R any Non-Registered Certificate shall be made unless such that transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amendedAct, and any effective registration or qualification under applicable state securities laws laws, or is made in accordance a transaction that does not require such registration or qualification. If such a transfer is to be made without registration under the Securities Act (other than in connection with said Act the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective Affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives (and laws. In the event of any such transferupon receipt, may conclusively rely upon) either: (i) unless a certificate from the Certificateholder desiring to effect such transfer is made substantially in reliance upon Rule 144A under the 1933 Actform attached as Exhibit G-1 hereto, and a certificate from such Certificateholder's prospective transferee substantially in the Trustee form attached as either Exhibit G-2 hereto or the Depositor may require a written as Exhibit G-3 hereto; or (ii) an Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee and Certificate Registrar to the Depositor effect that such transfer may be made pursuant to an exemption, describing without registration under the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Act and laws, (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Depositor and (iiCertificate Registrar in their respective capacities as such), together with the written certification(s) the Trustee shall require the transferee as to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfertransfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder's prospective transferee on which such Opinion of Counsel is based. None of the Depositor, which investment letter shall not be an expense of the Trustee or the DepositorCertificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of any Non-Registered Certificate without registration or qualification. The Any Holder of a Class S or Class R Non-Registered Certificate desiring to effect such a transfer shall, and does hereby agree upon acquisition of such a Certificate shall be deemed to have agreed to, indemnify the Trustee Trustee, the Certificate Registrar and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (2) Except as provided below. In connection with transfer of the Non-Registered Certificates, the Depositor shall furnish upon request of a Certificateholder or Certificate Owner to such Holder or Certificate Owner and any prospective purchaser designated by such Certificateholder or Certificate Owner the information required to be delivered under paragraph (d)(4) of Rule 144A of the Securities Act. Notwithstanding the foregoing, for so long as any Non-Registered Certificate is a Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: Certificate, (ia) registration of the Book-Entry Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers each prospective transferor of such Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository Certificate shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect have represented to different the Trustee, the Paying Agent, the Depositor and the transferee of such Certificate Owners; the information set forth on Exhibit G-1 upon or prior to such transfer and (vib) the Trustee may rely and each prospective transferee of such Certificate shall be fully protected in relying upon information furnished by deemed to have represented to the Depository with respect to its Depository Participants Trustee, the Paying Agent, the Depositor and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books transferor of such indirect participating firms as direct Certificate the information set forth on Exhibit G-2 or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant Exhibit G-3 upon or brokerage firmprior to such transfer.

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar (located as of the Closing Date at 000 Xxxxx XxXxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 60674) may prescribe, the Trustee Certificate Registrar shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate is hereby initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee may appoint, by a written instrument delivered to the Depositor, the Master Servicer, the Special Servicer and the REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall at any time not be the immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Trustee Master Servicer, the Special Servicer and the REMIC Administrator shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Upon request, the Trustee shall promptly inform, or cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. If Certificateholders representing more than 25% of any Class of Certificates (hereinafter referred to as "applicants") apply in writing to the Trustee, and such application states that the applicants desire to communicate with other Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such applicants propose to transmit, then the Trustee shall, within five (5) Business Days after the receipt of such application, afford such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate Registrar and such a list is as of a date more than ninety (90) days prior to the date of receipt of such applicants' request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived. (1b) No transfer of a Class S or Class R any Non-Registered Certificate shall be made unless such that transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amendedAct, and any effective registration or qualification under applicable state securities laws laws, or is made in accordance with said Act and lawsa transaction which does not require such registration or qualification. In If a transfer (other than one by the event of any such transfer, (iDepositor to an Affiliate thereof) unless such transfer is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: (i) the Certificate Registrar shall require that the transferee deliver to the Certificate Registrar an investment representation letter (the "Investment Representation Letter") substantially in the form of Exhibit B attached hereto, which Investment Representation Letter shall certify, among other things, that the transferee is an institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (an "Institutional Accredited Investor") or a "qualified institutional buyer" as defined in Rule 144A under the 1933 ActSecurities Act (a "Qualified Institutional Buyer"), and the Trustee or Certificate Registrar may also require that the Depositor may require a written transferee deliver to the Certificate Registrar an Opinion of Counsel if such transferee is not a Qualified Institutional Buyer or (which may ii) if the certifications described in the preceding clause (i) cannot be in-house counselprovided, (a) acceptable to and in form and substance the Certificate Registrar shall require an Opinion of Counsel reasonably satisfactory to the Trustee Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act registration or qualification under the Securities Act, applicable state securities laws and laws or is being made pursuant to said Act and other relevant laws, which Opinion of Counsel shall not be an expense of the Trustee Trust Fund, the Certificate Registrar, the Depositor or the Depositor Trustee and (iib) the Trustee Certificate Registrar shall require the transferee transferor to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and a certification in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee Certificate Registrar setting forth the facts surrounding such transfer; provided, which investment letter shall not be an expense of the Trustee or the Depositor. The Holder however, that a transfer of a Non-Registered Certificate of any such Class S or Class R Certificate desiring may be made to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result a trust if the transfer is not so exempt or is not made in accordance with such federal and state laws. (2) Except as provided below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of the Book-Entry Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect transferor provides to the Certificate Owners Registrar and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with a certification that interests in such trust may only be transferred subject to requirements substantially to the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under effect set forth in this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firmSection 5.

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of a registrar (the city where "Certificate Registrar") a register (the Corporate Trust Office is located, a "Certificate Register for each Class of Certificates Register") in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Trustee Certificate Registrar shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate is initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. For so long as the Trustee acts as Certificate Registrar, its Corporate Trust Office shall constitute the offices of the Certificate Registrar maintained for such purposes. The Trustee Certificate Registrar may appoint, by a written instrument delivered to the Master ServicerDepositor and the Trustee, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor Trustee shall at any time not be the immediately succeed to its predecessor's duties as Certificate Registrar, . The Depositor and the Trustee shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Every Certificateholder agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar, nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived. (1b) No [Reserved] (c) Subject to the preceding subsections, upon surrender for registration of transfer of a Class S or Class R any Certificate shall be made unless such transfer is exempt from at the registration requirements offices of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event of any Certificate Registrar maintained for such transfer, (i) unless such transfer is made in reliance upon Rule 144A under the 1933 Actpurpose, the Trustee or the Depositor may require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee shall execute and the Depositor that such transfer may be made pursuant to an exemptionCertificate Registrar shall authenticate and deliver, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee or the Depositor and (ii) the Trustee shall require the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee or the Depositor. The Holder of a Class S or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (2) Except as provided below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository designated transferee or transferees, one or more new Certificates of a like aggregate Percentage Interest. (d) At the option of any Holder, its nominee and at all times: (i) registration Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate Percentage Interest, upon surrender of the Book-Entry Certificates may not to be transferred by exchanged at the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to offices of the Certificate Owners and with respect to ownership and transfers of Registrar maintained for such Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry purpose. Whenever any Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary feesare so surrendered for exchange, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants execute and indirect participating firms as representatives of the Certificate Owners Registrar shall authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. (e) Every Certificate presented or surrendered for transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in the Book-Entry Certificates form satisfactory to the Trustee duly executed by, the Holder thereof or its attorney duly authorized in writing. (f) No service charge shall be made for purposes any transfer or exchange of exercising the rights of Holders under this AgreementCertificates, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) but the Trustee may rely 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. (g) All Certificates surrendered for transfer and exchange shall be fully protected in relying upon information furnished destroyed by the Depository with respect to Certificate Registrar without liability on its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firmpart.

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar (located as of the Closing Date at Norwest Center, Sixth and Marquette, Minneapolis, Minnesota 55479-0113) may prescribe, the Trustee Certificate Registrar shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate is hereby initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee may appoint, by a written instrument delivered to the Depositor, the Master Servicer, the Special Servicer and the REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall at any time not be the immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Trustee Master Servicer, the Special Servicer and the REMIC Administrator shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. . Upon request, the Trustee shall promptly inform, or cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. If three or more Certificateholders (1hereinafter referred to as "applicants") No transfer apply in writing to the Trustee, and such application states that the applicants desire to communicate with other Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, afford such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate Registrar and such a list is as of a Class S or Class R date more than 90 days prior to the date of receipt of such applicants' request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be made unless such transfer is exempt from the registration requirements held accountable by reason of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event disclosure of any such transfer, (i) unless such transfer is made in reliance upon Rule 144A under the 1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory information as to the Trustee names and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense addresses of the Trustee or the Depositor and (ii) the Trustee shall require the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transferCertificateholders hereunder, which investment letter shall not be an expense regardless of the Trustee or the Depositor. The Holder of a Class S or Class R Certificate desiring to effect source from which such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state lawsinformation was derived. (2) Except as provided below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of the Book-Entry Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of a registrar (the city where "Certificate Registrar") a register (the Corporate Trust Office is located, a "Certificate Register for each Class of Certificates Register") in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Trustee Certificate Registrar shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate is initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. For so long as the Trustee acts as Certificate Registrar, its Corporate Trust Office shall constitute the offices of the Certificate Registrar maintained for such purposes. The Trustee Certificate Registrar may appoint, by a written instrument delivered to the Master ServicerSeller, any other bank or trust company in New York to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall at any time not be immediately succeed to its predecessor's duties as Certificate Registrar. The Seller and, if it is no longer the Certificate Registrar, the Trustee shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Every Certificateholder agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived. (1b) Subject to Subsection 4.01(a) and, in the case of any Physical Certificate upon the satisfaction of the conditions set forth in Section 4.05, upon surrender for registration of transfer of any Certificate at any office or agency of the Trustee maintained for such purpose, the Trustee shall sign, countersign and deliver, in the name of the designated transferee or transferees, a new Certificate of a like Class and aggregate Percentage Interest, but bearing a different number. (c) At the option of the Certificateholders, Certificates may be exchanged for other Certificates of authorized denominations of a like Class and aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at any such office or agency; PROVIDED, HOWEVER, that no Certificate may be exchanged for new Certificates unless the original Percentage Interest represented by each such new Certificate (i) is at least $100,000 with respect to the Certificates other than the Class R Certificate, which shall be $100.00, or (ii) is acceptable to the Seller as indicated to the Trustee in writing. Whenever any Certificates are so surrendered for exchange, the Trustee shall sign, countersign and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. (d) If the Trustee so requires, every Certificate presented or surrendered for transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer, with a signature guarantee, in form satisfactory to the Trustee, duly executed by the holder thereof or his or her attorney duly authorized in writing. (e) No transfer of a Class S or Class R Certificate service charge shall be made unless for any transfer or exchange of Certificates, but the Trustee 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. (f) The Trustee shall cancel all Certificates surrendered for transfer or exchange but shall retain such transfer Certificates in accordance with its standard retention policy or for such further time as is exempt from required by the registration record retention requirements of the Securities Exchange Act of 19331934, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event of any thereafter may destroy such transfer, (i) unless such transfer is made in reliance upon Rule 144A under the 1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee or the Depositor and (ii) the Trustee shall require the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee or the Depositor. The Holder of a Class S or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state lawsCertificates. (2) Except as provided below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of the Book-Entry Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Trustee Certificate Registrar (located as of the Closing Date at [Name of Trustee], ______________________________, Attention: _______________________) shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate is hereby initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Master Servicer, the Special Servicer and (if the Trustee is not the Certificate Registrar) the Trustee, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall at any time not be immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee (if it is no longer the Certificate Registrar), the Trustee Master Servicer and the Special Servicer shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Upon written request of any Certificateholder made for purposes of communicating with other Certificateholders with respect to their rights under this Agreement, the Certificate Registrar shall promptly furnish such Certificateholder with a list of the other Certificateholders of record identified in the Certificate Register at the time of the request. (1b) No transfer Transfer of a Class S any Non-Registered Certificate or Class R Certificate interest therein shall be made unless such transfer that Transfer is exempt from the registration and/or qualification requirements of the Securities Act of 1933, as amended, and any applicable state securities laws laws, or is otherwise made in accordance with said the Securities Act and such state securities laws. In the event If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such transferCertificate by the Depositor, Merrill Lynch, Pierce, Fenner & Smith Incorporated or any of their xxxxxxxive Affiliates ox, xx the xxxx of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) unless a certificate from the Certificateholder desiring to effect such transfer is made Transfer substantially in reliance upon Rule 144A under the 1933 Actform attached hereto as Exhibit E-1 and a certificate from such Certificateholder's prospective Transferee substantially in the form attached hereto either as Exhibit E-2A or, except in the Trustee case of the Class R-I, Class R-II or the Depositor may require a written Class Z Certificates, as Exhibit E-2B; or (ii) an Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee to the effect that the prospective Transferee is a Qualified Institutional Buyer or, except in the case of the Class R-I, Class R-II or Class Z Certificates, an Institutional Accredited Investor, and the Depositor that such transfer Transfer may be made pursuant to an exemption, describing without registration under the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Act and laws, (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the REMIC Administrator, the Trustee or the Depositor and Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder's prospective Transferee on which such Opinion of Counsel is based. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (iiother than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, Merrill Lynch, Pierce, Fenner & Smith Incorporated or any of their xxxxxxxive Affiliates), xxxx the Xxxxificate Owner desiring to effect such Transfer shall be required to obtain either (i) a certificate from such Certificate Owner's prospective Transferee substantially in the Trustee shall require the transferee to execute an investment letter (in substantially the -208- form attached hereto as Exhibit I E-2C, or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer and such Transfer may be made without registration under the Securities Act. Except as provided in the following paragraph, no interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be transferred to any Person who takes delivery other than in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the second preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit JE-2C hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the foregoing, any interest in a Rule 144A Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) acceptable that takes delivery in the form of a Definitive Certificate of the same Class as such Rule 144A Global Certificate upon delivery to the Certificate Registrar and the Trustee of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Trustee to debit the account of a Depository Participant by the denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Trustee, subject to and in form accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate by the denomination of the transferred interests in such Rule 144A Global Certificate, and substance reasonably satisfactory shall cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the Depositor reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and the Trustee certifying delivered in accordance with this Agreement to the Depositor and applicable Transferee. None of the Trustee the facts surrounding such transferDepositor, which investment letter shall not be an expense of the Trustee or the DepositorCertificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. The Holder of a Class S Any Certificateholder or Class R Certificate Owner desiring to effect such transfer a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Trustee Depositor, the Initial Purchasers, the Trustee, the Fiscal Agent, the Master Servicer, the Special Servicer, the REMIC Administrator and the Depositor Certificate Registrar against any liability that may result if the transfer such Transfer is not so exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws or is not made in accordance with such federal and state laws. (2) Except as provided below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of the Book-Entry Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm

Registration of Transfer and Exchange of Certificates. (ai) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar (located as of the Original Closing Date at Norwest Center, Sixth and Marquette, Minneapolis, Minnesota 55479-0113) may prescribe, the Trustee Certificate Registrar shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate is hereby initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee may appoint, by a written instrument delivered to the Depositor, the Master Servicer, the Special Servicer and the REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall at any time not be the immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Trustee Master Servicer, the Special Servicer and the REMIC Administrator shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Upon request, the Trustee shall promptly inform, or cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. If three or more Certificateholders (hereinafter referred to as "applicants") apply in writing to the Trustee, and such application states that the applicants desire to communicate with other Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, afford such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate Registrar and such a list is as of a date more than 90 days prior to the date of receipt of such applicants' request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived. (1ii) No transfer of a Class S or Class R any Non-Registered Certificate shall be made unless such that transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amendedAct, and any effective registration or qualification under applicable state securities laws laws, or is made in accordance with said Act and lawsa transaction which does not require such registration or qualification. In If a transfer (other than one by the event of any such transfer, (iDepositor to an Affiliate thereof) unless such transfer is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: (i) the Certificate Registrar shall require that the transferee deliver to the Certificate Registrar an investment representation letter (the "Investment Representation Letter") substantially in the form of Exhibit B attached hereto, which Investment Representation Letter shall certify, among other things, that the transferee is an institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (an "Institutional Accredited Investor") or a "qualified institutional buyer" as defined in Rule 144A under the 1933 ActSecurities Act (a "Qualified Institutional Buyer"), and the Trustee or Certificate Registrar may also require that the Depositor may require a written transferee deliver to the Certificate Registrar an Opinion of Counsel if such transferee is not a Qualified Institutional Buyer or (which may ii) if the certifications described in the preceding clause (i) cannot be in-house counselprovided, (a) acceptable to and in form and substance the Certificate Registrar shall require an Opinion of Counsel reasonably satisfactory to the Trustee Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act registration or qualification under the Securities Act, applicable state securities laws and laws or is being made pursuant to said Act and other relevant laws, which Opinion of Counsel shall not be an expense of the Trustee Trust Fund, the Certificate Registrar, the Depositor or the Depositor Trustee and (iib) the Trustee Certificate Registrar shall require the transferee transferor to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and a certification in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee Certificate Registrar setting forth the facts surrounding such transfer; provided, which investment letter shall not be an expense of the Trustee or the Depositor. The Holder however, that a transfer of a Non-Registered Certificate of any such Class S or Class R Certificate desiring may be made to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result a trust if the transfer is not so exempt or is not made in accordance with such federal and state laws. (2) Except as provided below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of the Book-Entry Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect transferor provides to the Certificate Owners Registrar and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with a certification that interests in such trust may only be transferred subject to requirements substantially to the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under effect set forth in this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firmSection 5.

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Trustee Certificate Registrar shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate is hereby initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. For so long as the Trustee acts as Certificate Registrar, its Corporate Trust Office shall constitute the office of the Certificate Registrar maintained for such purposes. The Trustee may appoint, by a written instrument delivered to the Sponsor, the Master Servicer, the Special Servicer and the REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall at any time not be the immediately succeed to its predecessor's duties as Certificate Registrar. The Sponsor, the Trustee Master Servicer, the Special Servicer and the REMIC Administrator shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Certificateholders (hereinafter referred to as "applicants") apply in writing to the Trustee, and such application states that the applicants desire to communicate with other Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, afford such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate Registrar and such a list is as of a date more than 90 days prior to the date of receipt of such applicants' request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived. (1b) No transfer of a Class S or Class R any Non-Registered Certificate shall be made unless such that transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amendedAct, and any effective registration or qualification under applicable state securities laws laws, or is made in accordance with said Act and lawsa transaction which does not require such registration or qualification. In the event a transfer of any Non-Registered Certificate (other than in connection with the initial issuance thereof or the initial transfer thereof by the Sponsor or any Affiliate of the Sponsor and other than a NonRegistered Certificate which constitutes a Book-Entry Certificate) is to be made without registration under the Securities Act, the Certificate Registrar shall refuse to register such transfer, transfer unless it receives the following: (i) unless a certificate from the Certificateholder desiring to effect such transfer is made substantially in reliance upon Rule 144A under the 1933 Act, form attached as Exhibit B-1 hereto; or (ii) a certificate from the Trustee Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit B-2 hereto and a certificate from such Certificateholder's prospective transferee substantially in the form attached either as Exhibit B-3 or the Depositor may require a written Opinion Exhibit B-4 hereto; or (iii) an opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably counsel satisfactory to the Trustee and Certificate Registrar to the Depositor effect that such transfer may be made pursuant without registration under the Securities Act, together with the written certification(s) as to the -146- facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder's prospective transferee on which such opinion of counsel is based. If a transfer of any interest in any Non-Registered Certificate that constitutes a Book-Entry Certificate (such as a Class X Certificate) is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or a transfer of any interest therein by the Sponsor or any of its Affiliates), then the Certificate Owner desiring to effect such transfer shall be required to obtain either (i) a certificate from such Certificate Owner's prospective transferee substantially in the form attached as Exhibit B-5 hereto or as Exhibit B-6 hereto; or (ii) an exemption, describing opinion of counsel to the applicable exemption and effect that such transfer may be made without registration under the basis therefor, from said Securities Act and laws or is being made pursuant to said Act and laws, (which Opinion opinion of Counsel counsel shall not be an expense of the Trustee Trust Fund or of the Sponsor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the REMIC Administrator or the Depositor and (ii) Certificate Registrar in their respective capacities as such). None of the Trustee shall require the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transferSponsor, which investment letter shall not be an expense of the Trustee or the DepositorCertificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of any Non-Registered Certificate without registration or qualification. The Any Holder or Certificate Owner of a Class S or Class R Non-Registered Certificate desiring to effect such a transfer shall, and does hereby agree to, indemnify the Trustee Sponsor, the Trustee, the Fiscal Agent, the REMIC Administrator and the Depositor Certificate Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (2c) Except as provided below, the Book-Entry Certificates No transfer of any Certificate or any interest therein shall at all times remain registered in the name of the Depository or its nominee and at all times: be made under any circumstances (i) registration of to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Xxxxx plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, that is subject to ERISA or the Book-Entry Certificates may not be transferred by the Trustee except to another Depository; Code (each, a "Plan"), or (ii) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of or as trustee of a Plan, or with "plan assets" within the Depository meaning of the Department of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101, unless: (x) in the case of a Senior Certificate or interest therein being acquired by or on behalf of a Plan in reliance on Prohibited Transaction Exemption ("PTE") 90-88 or PTE 93-31, such Plan, if acquiring a Class A Certificate, shall maintain bookbe deemed to have certified that it meets the conditions set forth PTE 90-entry records 88 or PTE 93-31, including those set forth in (x)(1) and (x)(2) below, and such Plan, if acquiring a Class X Certificate, shall certify in writing to the Certificate Owner that is transferring such Class X Certificate or, if Definitive Certificates have been issued in respect of the Class X Certificates, to the Certificate Registrar, that such Plan meets the conditions set forth PTE 90-88 or PTE 93-31, including that the Plan (1) is an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, (2) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, the Fiscal Agent, the Sponsor, the Mortgage Loan Seller, the Additional Warranting Party, any Exemption-Favored Party, the Master Servicer, the Special Servicer, the REMIC Administrator, any Sub-Servicer or any Mortgagor with respect to the Certificate Owners and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration Mortgage Loans constituting more than 5% of the Book-Entry Certificates aggregate unamortized principal balance of the Mortgage Loans determined on the books date of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives initial issuance of the Certificate Owners Certificates, or by any Affiliate of the Book-Entry Certificates for purposes of exercising the rights of Holders under this Agreementany such Person, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi3) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firmagrees

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall keep or cause to be kept at an office one of the offices or agency agencies to be appointed by the Trustee in accordance with the city where the Corporate Trust Office is located, provisions of Section 8.02 a Certificate Register for each Class of the Certificates and the Uncertificated Interest in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates of such Class and the Uncertificated Interest and of transfers and exchanges of such Certificates and the Uncertificated Interest as herein provided. The Trustee All Certificates shall also designate and cause to be kept in surrendered at the City designated office of New York an office the Certificate Registrar. As of the Closing Date, the Certificate Registrar designates the offices located at and through which Certificates may be delivered to and 84 90 received from the Trustee DB Services Tennessee, 000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, Attention: Transfer Unit, for purposes of transfers and exchanges as herein providedsuch purposes. The Trustee shall will initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee Certificate Registrar may appoint, by a written instrument delivered to the Master ServicerTrustee, the Seller, the Servicer and the Depositor, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Trustee shall at any time not be the Certificate Registrar, the Trustee shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. The Certificate Register in respect of the Uncertificated Interest shall contain a statement that transfers of the Uncertificated Interest to a Disqualified Organization are prohibited as provided in this Agreement. (1b) No transfer of a Class S or Class R any Non-Offered Certificate shall be made unless such transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amendedamended (the “1933 Act”), and any an effective registration or qualification under applicable state securities laws laws, or is made in accordance with said Act and lawsa transaction that does not require such registration or qualification. In the event that such a transfer of a Non-Offered Certificate is to be made without registration or qualification (other than in connection with (i) the initial transfer of any such transferCertificate by the Depositor to the Seller or by the Seller to an affiliate of the Seller or to a trust, the depositor of which is an affiliate of the Seller, (iii) unless such the transfer is made in reliance upon Rule 144A under of the 1933 Act, Class C or Class P Certificates to the NIMS Issuer or the NIMS Trustee or (iii) a transfer of the Class C or Class P Certificates from the NIMS Issuer or the NIMS Trustee to the Depositor may require or an Affiliate of the Depositor), (1) in the case of a written Opinion transfer of Counsel (which may be inany Non-house counsel) acceptable to and in form and substance reasonably satisfactory to Offered Certificate, the Trustee and the Depositor Certificate Registrar shall each require receipt of: either (i) written certifications from the Certificateholder desiring to effect the transfer and from such Certificateholder’s prospective transferee, substantially in the forms attached hereto as Exhibit F-1 or (ii) an Opinion of Counsel satisfactory to it that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws without such registration or is being made pursuant to said Act and laws, qualification (which Opinion of Counsel shall not be an expense of the Trustee Depositor, the Seller, the Trustee, the Servicer, the Certificate Registrar or the Depositor Trust Fund) and (2) in the case of a transfer of a Class C Certificate, the proposed transferee of the Class C Certificate shall provide to the Trustee the appropriate tax certification form (i.e., IRS Form W-9 or IRS Form X-0XXX, X-0XXX, X-0XXX or W-8ECI, as applicable (or any successor form thereto)) and shall agree to update such forms (i) upon expiration of any such form, (ii) as required under then applicable Treasury regulations and (iii) promptly upon learning that such form has become obsolete or incorrect, as a condition to such transfer. Under this Agreement, upon receipt of any such tax certification form from a transferee of any Class C Certificate, the Trustee (including in its capacity as Supplemental Interest Trust Trustee) shall require the transferee forward such tax certification form provided to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and in form and substance reasonably satisfactory it to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee or the DepositorSwap Provider. The Holder Each holder of a Class S C Certificate and each transferee thereof shall be deemed to have consented to the Trustee forwarding to the Swap Provider any such tax certification form it has provided and updated in accordance with these transfer restrictions. Any purported sales or transfers of any Class R C Certificate to a transferee which do not comply with the requirements of clause (2) of the third preceding sentence of this paragraph where non-compliance directly results in a reduction in amounts paid by the Swap Provider under the Swap Agreement shall be deemed null and void under this Agreement. The Trustee shall have no duty to take action to correct any misstatement or omission in any tax certification provided to it and forwarded to the Swap Provider. None of the Depositor, the Seller, the Certificate Registrar or the Trustee is obligated to register or qualify the Non-Offered Certificates under the 1933 Act or any other securities laws or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without registration or qualification. Any Certificateholder desiring to effect such the transfer of a Non-Offered Certificate shall, and does hereby agree to, indemnify the Trustee Trustee, the Seller, the Depositor, the Certificate Registrar and the Depositor Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (2i) Except No transfer of an ERISA-Restricted Certificate shall be made unless the Trustee has received in the form attached hereto as provided belowExhibit F-2 or Exhibit G, as applicable, either (x) a certification letter from the Booktransferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not a Plan or a person using the assets of any such Plan, which representation letter shall not be an expense of the Trustee or the Trust Fund, (y) if the purchaser is an insurance company and the Certificate has been the subject of an ERISA-Entry Qualifying Underwriting, a representation that the purchaser is an insurance company which is purchasing such Certificates shall at all times remain registered with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60 or (z) in the case of any such Certificate presented for registration in the name of a Plan or a person acting on behalf of any such Plan, or using such Plan’s assets, an Opinion of Counsel satisfactory to the Depository Trustee to the effect that the purchase or its nominee holding of such Certificate will not result in prohibited transactions under Section 406 of ERISA and/or Section 4975 of the Code and at will not subject the Depositor, the Seller, the Trustee or the Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of such parties or the Trust Fund. In the event the representations referred to in the preceding sentence are not furnished, such representations shall be deemed to have been made to the Trustee by the transferee’s acceptance of an ERISA-Restricted Certificate, or by any beneficial owner who purchases an interest in such Certificate in book-entry form. In the event that a representation is violated, or any attempt to transfer an ERISA-Restricted Certificate to a Plan, or a person using a Plan’s assets is attempted without the delivery to the Trustee of the opinion of counsel described above, the attempted transfer or acquisition of such Certificate shall be void and of no effect. Neither an Opinion of Counsel nor any certification will be required in connection with the initial transfer of any such Certificate by the Depositor to an affiliate of the Depositor (in which case, the Depositor or any Affiliate thereof shall be deemed to have represented that such affiliate is not a Plan or a Person investing Plan Assets) and the Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Trustee, shall be a written representation) from the Depositor of the status of such transferee as an affiliate of the Depositor. If any Certificate or any interest therein is acquired or held in violation of the provisions of this Section 5.02(c)(i), the next preceding permitted beneficial owner will be treated as the beneficial owner of that Certificate retroactive to the date of transfer to the purported beneficial owner. Any purported beneficial owner whose acquisition or holding of any such Certificate or interest therein was effected in violation of the provisions of the preceding paragraph shall indemnify and hold harmless the Depositor, the Servicer, the Seller, the Trustee, the Certificate Registrar, the Underwriter and the Trust Fund from and against any and all times: liabilities, claims, costs or expenses incurred by those parties as a result of that acquisition or holding. (ii) No transfer of an ERISA-Restricted Swap Certificate prior to the termination of the Swap Agreement shall be made unless the Trustee has received a representation letter from the transferee of such Certificate, substantially in the form set forth in Exhibit G, to the effect that either (i) registration such transferee is neither a Plan nor a Person acting on behalf of any such Plan or using the Book-Entry Certificates may not be transferred by the Trustee except assets of any such Plan to another Depository; effect such transfer or (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners acquisition and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration holding of the BookERISA-Entry Certificates on Restricted Swap Certificate are eligible for exemptive relief under Prohibited Transaction Class Exemption (“PTCE”) 00-00, XXXX 00-0, XXXX 91-38, XXXX 00-00, XXXX 96-23 or the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Booknon-Entry Certificates for purposes of exercising the rights of Holders fiduciary service provider exemption under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firmSection 408(b)(17)

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar (located as of the Closing Date at _______________) may prescribe, the Trustee Certificate Registrar shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate is hereby initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee may appoint, by a written instrument delivered to the Master Servicerother parties hereto, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer Trustee may prescribe, provided that the Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall at any time not be the immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Trustee Master Servicer and the Special Servicer shall each have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If any Certificateholder makes a written request to the Trustee, and such request states that such Certificateholder desires to communicate with other Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication that such requesting Certificateholder proposes to transmit, then the Trustee shall, within 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Certificateholder access during normal business hours to, or deliver to the requesting Certificateholder a copy of, the most recent list of Certificateholders held by the Certificate Registrar (which list shall be current as of a date no earlier than 30 days prior to the Trustee's receipt of such request). Every Certificateholder, by receiving such access, acknowledges that neither the Certificate Registrar nor the Trustee will be held accountable in any way by reason of the disclosure of any information as to the names and addresses of any Certificateholder regardless of the source from which such information was derived. (1b) No transfer transfer, sale, pledge or other disposition of a Class S any Non-Registered Certificate or Class R Certificate interest therein shall be made unless such transfer that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act of 1933, as amended, and any applicable state securities laws laws, or is otherwise made in accordance with said the Securities Act and such state securities laws. In the event If a transfer of any Non-Registered Certificate (other than a Book-Entry Non-Registered Certificate) is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Certificates or a transfer of such transferNon-Registered Certificate by the Depositor or an Affiliate of the Depositor or, in the case of a Rule 144A Global Certificate, any transfer of such Certificate to a successor Depository or, in the case of a Definitive Certificate issued with respect to a Rule 144A Global Certificate, any transfer of such Certificate to the applicable Certificate Owner in accordance with Section 5.03(c)), then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) unless a certificate from the Certificateholder desiring to effect such transfer is made substantially in reliance upon Rule 144A under the 1933 Act, form attached hereto as Exhibit F-1A; or (ii) a certificate from the Trustee Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit F-1B and a certificate from such Certificateholder's prospective Transferee substantially in the form attached hereto either as Exhibit F-2A or the Depositor may require a written as Exhibit F-2B; or (iii) an Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee and Certificate Registrar to the Depositor effect that such transfer may be made pursuant to an exemption, describing without registration under the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Act and laws, (which Opinion of Counsel shall not be an expense of the Trustee Trust or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, any Fiscal Agent or the Depositor and (iiCertificate Registrar in their respective capacities as such), together with the written certification(s) the Trustee shall require the transferee as to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfertransfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder's prospective Transferee on which such Opinion of Counsel is based. Each Global Certificate shall be deposited with the Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. If a transfer of an interest in any Rule 144A Global Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Certificates or a transfer of an interest in such Rule 144A Global Certificate by the Depositor or an Affiliate of the Depositor), then (except as otherwise provided in the next succeeding paragraph or in Section 5.03 the Certificate Owner desiring to effect such transfer shall require from its prospective Transferee: (i) a certificate substantially in the form attached either as Exhibit F-2C hereto; or (ii) an Opinion of Counsel to the effect that the prospective Transferee is a Qualified Institutional Buyer and such transfer may be made without registration under the Securities Act (which investment letter Opinion of Counsel shall not be an expense of the Trustee Trust or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, any Fiscal Agent or the DepositorCertificate Registrar in their respective capacities as such). The Holder Except as otherwise provided in the next paragraph or in Section 5.03, any interest in a Rule 144A Global Certificate shall not be transferred to any Person other than a Qualified Institutional Buyer that takes delivery in the form of an interest in such Rule 144A Global Certificate. If any Transferee of an interest in a Rule 144A Global Certificate does not, in connection with the subject transfer, deliver to the Transferor the Opinion of Counsel or one of the certifications described in the second preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit F-2C hereto are, with respect to the subject transfer, true and correct. Notwithstanding the foregoing, any interest in a Rule 144A Global Certificate may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class S or Class R as such Rule 144A Global Certificate upon delivery to the Trustee and the Certificate Registrar of (i) a certificate from the Certificate Owner desiring to effect such transfer substantially in the form attached hereto as Exhibit F-1C, (ii) such transferee certification and/or opinion as is contemplated by the second paragraph of this Section 5.02(b) and (iii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Trustee to debit the account of a Depository Participant by a denomination of the transferred interests in such Rule 144A Global Certificate. Upon delivery to the Trustee and the Certificate Registrar of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Rule 144A Global Certificate, and cause a Definitive Certificate of the same Class as such Rule 144A Global Certificate, and in a denomination equal to the reduction in the denomination of such Rule 144A Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. None of the Depositor, the Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a transfer, sale, pledge or other disposition of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Trustee Depositor, CGMI, the Trustee, any Fiscal Agent, the Master Servicer, the Special Servicer and the Depositor Certificate Registrar against any liability that may result if the transfer such transfer, sale, pledge or other disposition is not so exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws or is not made in accordance with such federal and state laws. (2c) No transfer of any Certificate or interest therein shall be made to any Plan or to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 or 407 of ERISA or Section 4975 of the Code or would result in the imposition of an excise tax under Section 4975 of the Code. Except as provided belowin connection with the initial issuance of the Certificates or any transfer of a Non-Registered Certificate by the Depositor or an Affiliate of the Depositor or, in the case of a Rule 144A Global Certificate, any transfer of such Certificate to a successor Depositary or, in the case of a Definitive Certificate issued with respect to a Rule 144A Global Certificate, any transfer of such Certificate to the applicable Certificate Owner in accordance with Section 5.03(c), the BookCertificate Registrar shall refuse to register the transfer of a Non-Entry Certificates shall at all times remain registered in Registered Certificate unless it has received from the name prospective Transferee one of the Depository or its nominee and at all timesfollowing: (i) registration a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of the Book-Entry Certificates may not be transferred by the Trustee except to another Depositorya Plan; or (ii) a certification to the Depository shall maintain bookeffect that the purchase and continued holding of such Certificate by such prospective Transferee is exempt from the prohibited transaction provisions of Sections 406 and 407 of ERISA and Section 4975 of the Code by reason of Sections I and III of Prohibited Transaction Class Exemption 95-entry records 60; or (iii) in the case of a Non-Registered Certificate (other than a Class R or Class V Certificate) that is rated investment grade by at least one of the Rating Agencies and is being acquired by or on behalf of a Plan in reliance on the Underwriter Exemption, a certification to the effect that such Plan (X) is an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, any Exemption-Favored Party, the Depositor, any Mortgage Loan Seller, the Master Servicer, the Special Servicer, any Sub-Servicer, any Person responsible for servicing the [Separately Serviced Mortgage Loan] or any [Separately Serviced Mortgage Loan] REO Property or any Borrower with respect to the Certificate Owners and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration Mortgage Loans constituting more than 5% of the Book-Entry Certificates on aggregate unamortized principal of all the books Mortgage Loans determined as of the Depository shall be governed Closing Date, or by applicable rules established by any Affiliate of any such Person, and (Z) agrees that it will obtain from each of its Transferees a written representation that such Transferee, if a Plan, satisfies the Depositoryrequirements of the immediately preceding clauses (iii)(X) and (iii)(Y), together with a written agreement that such Transferee will obtain from each of its Transferees that are Plans a similar written representation regarding satisfaction of the requirements of the immediately preceding clauses (iii)(X) and (iii)(Y); or (iv) a certification of facts and an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the Depository may collect its usual and customary feesTrustee, charges and expenses from its Depository Participants; (vthe Certificate Registrar or the Trust) which otherwise establish to the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives reasonable satisfaction of the Certificate Owners Registrar that such transfer will not result in a violation of the Book-Entry Certificates for purposes Section 406 or 407 of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firmERISA or

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar (located as of the Closing Date at [______________________________]) may prescribe, the Trustee Certificate Registrar shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate is hereby initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee may appoint, by a written instrument delivered to the Depositor, the Master Servicer, the Special Servicer and the REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe; provided that the Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall at any time not be the immediately succeed to its predecessor’s duties as Certificate Registrar. The Depositor, the Trustee Master Servicer, the Special Servicer and the REMIC Administrator shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Upon request, the Trustee shall promptly inform, or cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. If Certificateholders representing more than 25% of any Class of Certificates (hereinafter referred to as “applicants”) apply in writing to the Trustee, and such application states that the applicants desire to communicate with other Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication that such applicants propose to transmit, then the Trustee shall, within [___] Business Days after the receipt of such application, afford such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate Registrar and such a list is as of a date more than [__] days prior to the date of receipt of such applicants’ request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived. (1b) No transfer of a Class S or Class R any Non-Registered Certificate shall be made unless such that transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amendedAct, and any effective registration or qualification under applicable state securities laws laws, or is made in accordance with said Act and lawsa transaction that does not require such registration or qualification. In If a transfer (other than one by the event of any such transfer, (iDepositor to an Affiliate thereof or the initial transfer thereof) unless such transfer is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: (i) the Certificate Registrar shall require that the transferee deliver to the Certificate Registrar an investment representation letter (the “Investment Representation Letter”) substantially in the form of Exhibit B attached hereto, which Investment Representation Letter shall certify, among other things, that the transferee is an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (an “Institutional Accredited Investor”) or a “qualified institutional buyer” as defined in Rule 144A under the 1933 ActSecurities Act (a “Qualified Institutional Buyer”), and the Trustee or Certificate Registrar may also require that the Depositor may require a written transferee deliver to the Certificate Registrar an Opinion of Counsel if such transferee is not a Qualified Institutional Buyer or (which may ii) if the certifications described in the preceding clause (i) cannot be in-house counselprovided, (a) acceptable to and in form and substance the Certificate Registrar shall require an Opinion of Counsel reasonably satisfactory to the Trustee Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act registration or qualification under the Securities Act, applicable state securities laws and laws or is being made pursuant to said Act and other relevant laws, which Opinion of Counsel shall not be an expense of the Trustee Trust Fund, the Certificate Registrar, the Depositor or the Depositor Trustee and (iib) the Trustee Certificate Registrar shall require the transferee transferor to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and a certification in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee Certificate Registrar setting forth the facts surrounding such transfer; provided, however, that a transfer of a Non-Registered Certificate of any such Class may be made to a trust if the transferor provides to the Certificate Registrar and to the Trustee a certification that interests in such trust may only be transferred subject to requirements substantially to the effect set forth in this Section 5.02. The Master Servicer will furnish, or cause to be furnished, upon the request of any Holder of Non-Registered Certificates, to a prospective purchaser of such Non-Registered Certificates who is a Qualified Institutional Buyer, such information relating to the Mortgage Loans that are in its possession and as is specified in paragraph (d)(4) of Rule 144A with respect to the Trust Fund, unless, at the time of such request, the entity with respect to which investment letter shall not such information is to be an expense provided is subject to the reporting requirements of Section 15(d) of the Trustee Exchange Act. None of the Depositor, the Trustee, the Master Servicer, the Special Servicer or the DepositorCertificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of any Non-Registered Certificate without registration or qualification. The Any Holder of a Class S or Class R Non-Registered Certificate desiring to effect such a transfer shall, and does hereby agree to, indemnify the Trustee Depositor, the Trustee, the Master Servicer, the Special Servicer and the Depositor Certificate Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (2) Except as provided below. Unless the Certificate Registrar determines otherwise in accordance with applicable law and the rules and procedures of, or applicable to, the Depository (the “Depository Rules”), transfers of a beneficial interest in a Book-Entry Certificates shall at all times remain registered Certificate representing an interest in the name a Non-Registered Certificate that is not rated in one of the Depository or its nominee and at all times: top four categories by a nationally recognized statistical rating organization to (i) registration an Institutional Accredited Investor will require delivery in the form of a Definitive Certificate and the Book-Entry Certificates may not be transferred by Certificate Registrar shall register such transfer only upon compliance with the Trustee except to another Depository; foregoing provisions of this Section 5.02(b) or (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers a Qualified Institutional Buyer may only be effectuated by means of an “SRO Rule 144A System” approved for such Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established purpose by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firmCommission.

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Trustee Certificate Registrar shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate is hereby initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Master Servicer and the Special Servicer, any other bank or trust 146 company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall at any time not be the immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Trustee Master Servicer and the Special Servicer, shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. (1i) No transfer of a Class S or Class R any Non-Registered Certificate shall be made unless such transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amendedAct, and any effective registration or qualification under applicable state securities laws laws, or is made in accordance a transaction that does not require such registration or qualification. If such a transfer is to be made without registration under the Securities Act, other than a transfer by the Depositor or an Affiliate thereof, then the Trustee shall require, in order to assure compliance with said Act such laws, receipt by it and laws. In the event of any such transfer, Depositor of: (iA) unless if such transfer is purportedly being made in reliance upon Rule 144A under the 1933 Securities Act, a certificate from the Trustee or Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit B-1 hereto and a certificate from such Certificateholder's prospective transferee substantially in the form attached as Exhibit B-2 hereto; and (B) in all other cases, (1) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit B-1 and a certificate from such Certificateholder's prospective transferee substantially in the form attached hereto as Exhibit B-3, and (2) unless the Depositor may require a written directs otherwise, an Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee and the Depositor to the effect that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, without such registration (which Opinion of Counsel shall not be an expense of the Trustee Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent or the Depositor and Certificate Registrar in their respective capacities as such). (ii) Notwithstanding the foregoing, transfers of a beneficial interest in any Class (or portion thereof) of Private Book-Entry Certificates in accordance with the rules and procedures of the Depository applicable to transfers by its respective participants will be permitted if such transfer is made in accordance with Rule 144A promulgated under the Securities Act. Any transfer of a beneficial interest in any Class (or portion thereof) of Private Book-Entry Certificates other than pursuant to Rule 144A, or to a transferee that wishes to take delivery of such interest in definitive form, will be permitted upon: (A) receipt by the Trustee shall require and the transferee to execute an investment letter Depositor of the documentation required by Section 5.02(b)(i)(A) or (in substantially B); 147 (B) the form attached hereto as Exhibit I or Exhibit J) acceptable to execution by the Trustee, and in form the authentication and substance reasonably satisfactory delivery by the Certificate Registrar to the Depositor transferee, of a Definitive Certificate representing such beneficial interest; and (C) to the extent that the beneficial interest being transferred does not represent the entire Certificate Principal Balance of the related Class, either (1) the execution by the Trustee, and the Trustee certifying authentication and delivery by the Certificate Registrar to the Depositor and Depository (upon surrender by the Depository of the prior Book-Entry Certificate) of, a new Private Book-Entry Certificate representing the remaining beneficial interest of such Class of Private Book-Entry Certificates or (2) the appropriate notation by the Trustee on the facts surrounding Private Book-Entry Certificate or otherwise in its books and records as custodian for the Depository evidencing the date of such transfer, which investment letter shall not be an expense exchange or transfer and a decrease in the denomination of such Private Book-Entry Certificate equal to the denomination of the Trustee Definitive Certificate issued in exchange therefor or upon transfer thereof. (iii) None of the Depositor, the Trustee, the Fiscal Agent or the DepositorCertificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of any Non-Registered Certificate without registration or qualification. The Any Holder of a Class S or Class R Non-Registered Certificate desiring to effect such a transfer shall, and does hereby agree to, indemnify the Trustee Depositor, the Trustee, the Fiscal Agent and the Depositor Certificate Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (i) No transfer of a Senior Certificate or any interest therein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Xxxxx plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, that is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with "plan assets" of a Plan, unless: either (A) (1) such Plan qualifies as an accredited investor within the meaning of Prohibited Transaction Exemption 94-29 (granted to certain affiliates of the Depositor) and (2) Except as provided belowat the time of such transfer, the Senior Certificates continue to be rated in one of the top three rating categories by at least one Rating Agency or (B) such Plan is an "insurance company general account" (within the meaning of PTCE 95-60 (as defined below)) and the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied as of the date of acquisition of such Certificate. (ii) No transfer of a Certificate, other than a Senior Certificate, or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with "plan assets" of a Plan, unless the prospective transferee provides the Depositor, the Trustee, the Fiscal Agent and the Master Servicer with an opinion of counsel satisfactory to the Depositor, the Trustee, the Fiscal Agent and the Master Servicer that such transfer is permissible under applicable law, will 148 not constitute or result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Trustee, the Fiscal Agent or the Master Servicer to any obligation in addition to those undertaken herein. In lieu of such opinion of counsel, the prospective transferee of any such Certificate or any interest therein may provide a certification of facts substantially to the effect that (or, if such Certificate is not in certificated form, will be deemed to represent that) the purchase of such Certificate by or on behalf of, or with "plan assets" of, any Plan is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code, will not subject the Depositor, the Trustee, the Fiscal Agent or the Master Servicer to any obligation in addition to those undertaken herein, and the following conditions are met: (a) the source of funds used to purchase such Certificate is an "insurance company general account" (as such term is defined in United States Department of Labor Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and (b) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied as of the date of the acquisition of such Certificates. Any purchaser of a Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificate or any interest therein will be deemed to have represented by such purchase that either (a) such purchaser is not a Plan and is not purchasing such Certificates by or on behalf of, or with "plan assets" of, any Plan or (b) the purchase of any such Certificate by or on behalf of, or with "plan assets" of, any Plan is permissible under applicable law, will not result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code, and will not subject the Depositor, the Trustee, the Fiscal Agent or the Master Servicer to any obligation in addition to those undertaken herein, and the following conditions are met: (a) the source of funds used to purchase such Certificate is an "insurance company general account" (as such term is defined in PTCE 95-60) and (b) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied as of the date of the acquisition of such Certificates. The Trustee may require that any prospective transferee of a Subordinated Certificate that is held as a Definitive Certificate provide such certifications as the Trustee may deem desirable or necessary in order to establish that such transferee or the Person in whose name such registration is requested is not a Plan or a Person who is directly or indirectly purchasing such Certificate on behalf of, as named fiduciary of, as trustee of, or with "plan assets" of a Plan. The Trustee shall not have any responsibility to monitor or restrict the transfer of Ownership Interests in any Certificates that are in the form of a Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of the Book-Entry Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firmCertificate.

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Trustee Certificate Registrar shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate Wells Fargo Bank, N.A., Wells Fargo Center, Sixth Street and cause to be kept in the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall Marquettx Xxxnue, Minneapolis, Mxxxxxota 55479, Attexxxxx: Xxxxxxxxx Xxxxx Xxxxxxxx (XXXX) (XX Xxxxxxxxxx Xxxxxxxx Corporation, Commercial Mortgage Pass-Through Certificates, Series 2007-C1) is hereby initially serve as appointed Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee Certificate Registrar may appoint, by a written instrument delivered to the Master ServicerDepositor, the Special Servicers and the Servicers, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe. If , provided that the Trustee predecessor Certificate Registrar shall at any time not be the Certificate Registrarrelieved of any of its duties or responsibilities hereunder by reason of such appointment. The Depositor, the Trustee Trustee, the Servicers and the Special Servicer shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Servicers, the Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at its office maintained at Wells Fargo Center, Sixth Street and Marquette Avenue, Minneapolis, Mxxxxxota 55479, Attexxxxx: Xxxxxxxxx Xxxxx Xxxxxxxx (XXXX) (XX Xxxxxxxxxx Xxxxxxxx Corporation, Commercial Mortgage Pass-Through Certificates, Series 2007-C1) (the "Registrar Office") together with an assignment and transfer (executed by the Holder or his duly authorized attorney). Subject to the requirements of Sections 5.02(b), (c) and (d), the Certificate Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures. (1b) No transfer of a Class S or Class R any Non-Registered Certificate shall be made unless such that transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amendedAct, and any effective registration or qualification under applicable state securities laws laws, or is made in accordance with said Act and lawsa transaction which does not require such registration or qualification. In If a transfer (other than one by the event of any such transfer, (iDepositor to an Affiliate thereof) unless such transfer is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: (i) Rule 144A under the 1933 Act, the Trustee Book-Entry Certificate to Regulation S Book-Entry Certificate on or the Depositor may require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory Prior to the Trustee Release Date. If, on or prior to the Release Date, a Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Book-Entry Certificate, such Certificate Owner may, in addition to complying with all applicable rules and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense procedures of the Trustee Depository and Clearstream or Euroclear applicable to transfers by their respective participants (the Depositor and (ii) the Trustee shall require the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit I "Depository Rules"), transfer or Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee or the Depositor. The Holder of a Class S or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if cause the transfer is not so exempt or is not made of such beneficial interest for an equivalent beneficial interest in the Regulation S Book-Entry Certificate only upon compliance with the provisions of this Section 5.02(b)(i). Upon receipt by the Certificate Registrar at its Corporate Trust Office of (A) written instructions given in accordance with the Depository Rules from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (B) a written order given in accordance with the Depository Rules containing information regarding the account of the Depository Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such federal beneficial interest, and state laws. (2C) Except a certificate in the form of Exhibit N hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar, as provided below, custodian of the Book-Entry Certificates shall at all times remain registered reduce the Denomination of the Rule 144A Book-Entry Certificate by the Denomination of the beneficial interest in the name Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer, provided, that no ERISA Restricted Certificate (without giving effect to clause (b)(ii) of such definition) may be transferred to a Person who wishes to take delivery under Regulation S. (ii) Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate After the Release Date. If, after the Release Date, a Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Book-Entry Certificate, such holder may, in addition to complying with all Depository Rules, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in a Regulation S Book-Entry Certificate only upon compliance with the provisions of this Section 5.02(b)(ii). Upon receipt by the Certificate Registrar at its Corporate Trust Office of (A) written instructions given in accordance with the Depository Rules from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (B) a written order given in accordance with the Depository Rules containing information regarding the account of the Depository Participant (and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or its nominee Clearstream account, as the case may be) to be credited with, and at all times: the account of the Depository Participant to be debited for, such beneficial interest, and (iC) registration a certificate in the form of Exhibit O hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar as custodian of the Book-Entry Certificates shall reduce the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may not be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer, provided, that no ERISA Restricted Certificate (without giving effect to clause (b)(ii) of the definition thereof) may be transferred to a Person who wishes to take delivery under Regulation S. (iii) Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If the Certificate Owner of an interest in a Regulation S Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Regulation S Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Book-Entry Certificate, such Certificate Owner may, in addition to complying with all Depository Rules, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate only upon compliance with the provisions of this Section 5.02(b)(iii). Upon receipt by the Trustee except Certificate Registrar at its Corporate Trust Office of (A) written instructions given in accordance with the Depository Rules from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another Depository; specified Depository Participant's account a beneficial interest in the Rule 144A Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, (B) a written order given in accordance with the Depository Rules containing information regarding the account of the Depository Participant to be credited with, and the account of the Depository Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (C) with respect to a transfer of a beneficial interest in the Regulation S Book-Entry Certificate for a beneficial interest in the related Rule 144A Book-Entry Certificate (i) on or prior to the Release Date, a certificate in the form of Exhibit P hereto given by the Certificate Owner, or (ii) after the Depository shall maintain book-entry records with respect Release Date, an Investment Representation Letter in the form of Exhibit C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Certificate Owners and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration Registrar, as custodian of the Book-Entry Certificates, shall reduce the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, and, concurrently with such reduction, increase the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Rule 144A Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Regulation S Book-Entry Certificate was reduced upon such transfer. (iv) Transfers of Regulation S Book-Entry Certificates on or Prior to the books Release Date. If, on or prior to the Release Date, the Certificate Owner of an interest in a Regulation S Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Certificate to a Person who wishes to take delivery thereof in the form of a Regulation S Book-Entry Certificate, such Certificate Owner may transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in such Regulation S Book-Entry Certificate only upon compliance with the provisions of this Section 5.02(b)(iv) and all Depository Rules. Upon receipt by the Certificate Registrar at its Corporate Trust Office of (A) written instructions given in accordance with the Depository Rules from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in such Regulation S Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest to be transferred, (B) a written order given in accordance with the Depository Rules containing information regarding the account of the Depository shall Participant to be governed by applicable rules established credited with, and the account of the Depository Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for, such beneficial interest and (C) a certificate in the form of Exhibit Q hereto given by the Depository; (iv) the Depository may collect its usual and customary feestransferee, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners Registrar, as custodian of the Book-Entry Certificates for purposes Certificates, shall debit the account of exercising the rights of Holders under this Agreement, transferring Regulation S Certificateholder and requests and directions for and votes of such representatives shall not be deemed credit or cause to be inconsistent if they are made with respect credited to different Certificate Owners; and the account of the Person specified in such instructions (vi) the Trustee may rely and who shall be fully protected a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Regulation S Book-Entry Certificates shall Certificate having a Denomination equal to the amount specified in such instructions by which the account to be made in accordance with the procedures established by the Depository Participant or brokerage firmdebited was reduced upon such transfer.

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar (located as of the Closing Date at Wells Fargo Center, Sixth and Marquette, Minneapolis, Minnesota 55479-0000) may prescribe, the Trustee Certificate Registrar shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate is hereby initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee may appoint, by a written instrument delivered to the Depositor, the Master Servicer, the Special Servicer and the REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall at any time not be the immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Trustee Master Servicer, the Special Servicer and the REMIC Administrator shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. . Upon request, the Trustee shall promptly inform, or cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. If Certificateholders representing more than 25% of any Class of Certificates (1hereinafter referred to as "applicants") No transfer apply in writing to the Trustee, and such application states that the applicants desire to communicate with other Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication that such applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, afford such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate Registrar and such a list is as of a Class S or Class R date more than 90 days prior to the date of receipt of such applicants' request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be made unless such transfer is exempt from the registration requirements held accountable by reason of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event disclosure of any such transfer, (i) unless such transfer is made in reliance upon Rule 144A under the 1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory information as to the Trustee names and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense addresses of the Trustee or the Depositor and (ii) the Trustee shall require the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transferCertificateholders hereunder, which investment letter shall not be an expense regardless of the Trustee or the Depositor. The Holder of a Class S or Class R Certificate desiring to effect source from which such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state lawsinformation was derived. (2) Except as provided below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of the Book-Entry Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Trustee Certificate Registrar shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate and cause to be kept in the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall ________________, ____________________ is hereby initially serve as appointed Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee Certificate Registrar may appoint, by a written instrument delivered to the Master Depositor, the Trustee, the Special Servicer, the Servicer and the Fiscal Agent, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Trustee shall at any time not be Certificate Registrar resigns or is removed in accordance with the Certificate Registrarterms hereof, the Trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Trustee, the Paying Agent, the Servicer and the Special Servicer shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Servicer, the Trustee, the Fiscal Agent, the Paying Agent, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at its office maintained at ________________________________ or at the Corporate Trust Office, if the Trustee is the Certificate Registrar (the "Registrar Office") together with an assignment and transfer (executed by the Holder or his duly authorized attorney). Subject to the requirements of Sections 5.02(b), (c) and (d), the Certificate Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures. (1b) No transfer of a Class S or Class R any Non-Registered Certificate shall be made unless such that transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amendedAct, and any effective registration or qualification under applicable state securities laws laws, or is made in accordance with said Act and lawsa transaction which does not require such registration or qualification. In If a transfer (other than one by the event of any such transfer, (iDepositor to an Affiliate thereof) unless such transfer is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: (i) the Certificate Registrar shall require that the transferee deliver to the Certificate Registrar an investment representation letter (the "Investment Representation Letter") substantially in the form of Exhibit C attached hereto, which Investment Representation Letter shall certify, among other things, that the transferee is an institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (an "Institutional Accredited Investor") or a "qualified institutional buyer" as defined in Rule 144A under the 1933 ActSecurities Act (a "Qualified Institutional Buyer"), and the Trustee or Certificate Registrar may also require that the Depositor may require a written transferee deliver to the Certificate Registrar an Opinion of Counsel if such transferee is not a Qualified Institutional Buyer or (which may ii) if the certifications described in the preceding clause (i) cannot be in-house counselprovided, (a) acceptable to and in form and substance the Certificate Registrar shall require an Opinion of Counsel reasonably satisfactory to the Trustee Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee or the Depositor and (ii) the Trustee shall require the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee or the Depositor. The Holder of a Class S or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (2) Except as provided below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of the Book-Entry Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firmmade

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of a registrar (the city where “Certificate Registrar”) a register (the Corporate Trust Office is located, a “Certificate Register for each Class of Certificates Register”) in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Trustee Certificate Registrar shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate is initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. For so long as the Trustee acts as Certificate Registrar, its Corporate Trust Office shall constitute the offices of the Certificate Registrar maintained for such purposes. The Trustee Certificate Registrar may appoint, by a written instrument delivered to the Master ServicerSeller, any other bank or trust company in New York to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall at any time not be immediately succeed to its predecessor’s duties as Certificate Registrar. The Seller and, if it is no longer the Certificate Registrar, the Trustee shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Every Certificateholder agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived. (1b) Subject to Subsection 4.01(a) and, in the case of any Physical Certificate upon the satisfaction of the conditions set forth in Section 4.05, upon surrender for registration of transfer of any Certificate at any office or agency of the Trustee maintained for such purpose, the Trustee shall sign on behalf of the Trust, countersign and deliver, in the name of the designated transferee or transferees, a new Certificate of a like Class and aggregate Percentage Interest, but bearing a different number. In no event may the Class CC-1B, Class CC-2B, Class CC-3B, Class CC-4A or Class CC-IO Components be transferred separately from the Class CC Certificates. (c) At the option of the Certificateholders, Certificates may be exchanged for other Certificates of authorized denominations of a like Class and aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at any such office or agency; provided, however, that no Certificate may be exchanged for new Certificates unless the original Percentage Interest represented by each such new Certificate (i) is at least $200,000 with respect to the Certificates other than the Class R Certificate, which shall be $50.00, or (ii) is acceptable to the Seller as indicated to the Trustee in writing. Whenever any Certificates are so surrendered for exchange, the Trustee shall sign on behalf of the Trust, countersign and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. (d) If the Trustee so requires, every Certificate presented or surrendered for transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer, with a signature guarantee, in form satisfactory to the Trustee, duly executed by the holder thereof or his or her attorney duly authorized in writing. (e) No transfer of a Class S or Class R Certificate service charge shall be made unless for any transfer or exchange of Certificates, but the Trustee 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. (f) The Trustee shall cancel all Certificates surrendered for transfer or exchange but shall retain such transfer Certificates in accordance with its standard retention policy or for such further time as is exempt from required by the registration record retention requirements of the Securities Exchange Act of 19331934, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event of any thereafter may destroy such transfer, (i) unless such transfer is made in reliance upon Rule 144A under the 1933 Act, the Trustee or the Depositor may require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee or the Depositor and (ii) the Trustee shall require the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee or the Depositor. The Holder of a Class S or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state lawsCertificates. (2) Except as provided below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of the Book-Entry Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of a registrar (the city where "Certificate Registrar") a register (the Corporate Trust Office is located, a "Certificate Register for each Class of Certificates Register") in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Trustee Certificate Registrar shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate is initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. For so long as the Trustee acts as Certificate Registrar, its Corporate Trust Office shall constitute the offices of the Certificate Registrar maintained for such purposes. The Trustee Certificate Registrar may appoint, by a written instrument delivered to the Master ServicerDepositor, any other bank or trust company in New York to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall at any time not be immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor and, if it is no longer the Certificate Registrar, the Trustee shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Every Certificateholder agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived. (1b) No Subject to the preceding subsections, upon surrender for registration of transfer of a Class S or Class R any Certificate shall be made unless such transfer is exempt from at the registration requirements offices of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and laws. In the event of any Certificate Registrar maintained for such transfer, (i) unless such transfer is made in reliance upon Rule 144A under the 1933 Actpurpose, the Trustee or the Depositor may require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee shall execute and the Depositor that such transfer may be made pursuant to an exemptionCertificate Registrar shall authenticate and deliver, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee or the Depositor and (ii) the Trustee shall require the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee or the Depositor. The Holder of a Class S or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (2) Except as provided below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository designated transferee or transferees, one or more new Certificates of a like Class and aggregate Percentage Interest. (c) At the option of any Holder, its nominee and at all times: (i) registration Certificates may be exchanged for other Certificates of the Book-Entry same Class of authorized denominations of a like aggregate Percentage Interest, upon surrender of the Certificates may not to be transferred by exchanged at the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to offices of the Certificate Owners and with respect to ownership and transfers of Registrar maintained for such Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry purpose. Whenever any Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary feesare so surrendered for exchange, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants execute and indirect participating firms as representatives of the Certificate Owners Registrar shall authenticate and deliver the Certificates which the Certifi cateholder making the exchange is entitled to receive. (d) Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Trustee) be duly endorsed by, or be accompanied by a written instrument of transfer in the Book-Entry Certificates form satisfactory to the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing. (e) No service charge shall be made for purposes any transfer or exchange of exercising the rights of Holders under this AgreementCertificates, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) but the Trustee may rely 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. (f) All Certificates surrendered for transfer and exchange shall be fully protected in relying upon information furnished destroyed by the Depository with respect to Certificate Registrar without liability on its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firmpart.

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Trustee Certificate Registrar shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate is hereby initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The offices of the Trustee responsible for its duties as initial Certificate Register shall be located, as of the Closing Date, at 000 Xxxxx XxXxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Asset-Backed Securities Trust Services Group--LB-UBS Commercial Mortgage Trust, Series 2000-C4. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Master Servicer, the Special Servicer and (if the Trustee is not the Certificate Registrar) the Trustee, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall at any time not be immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee (if it is no longer the Certificate Registrar), the Trustee Master Servicer and the Special Servicer shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the Trustee, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Trustee shall, within 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar. (1b) No transfer transfer, sale, pledge or other disposition of a Class S any Non-Registered Certificate or Class R Certificate interest therein shall be made unless such transfer that transfer, sale, pledge or other disposition is to a Qualified Institutional Buyer or an Institutional Accredited Investor and is exempt from the registration and/or qualification requirements of the Securities Act of 1933, as amended, and any applicable state securities laws laws, or is otherwise made in accordance with said the Securities Act and such state securities laws. In the event If a transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a transfer of such transferCertificate by the Depositor, Xxxxxx Brothers or any of their respective Affiliates or, in the case of the global certificate(s) representing a Class of Book-Entry Non-Registered Certificates, a transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) unless a certificate from the Certificateholder desiring to effect such transfer is made substantially in reliance upon Rule 144A under the 1933 Act, form attached hereto as Exhibit F-1 and a certificate from such Certificateholder's prospective Transferee substantially in the Trustee form attached hereto either as Exhibit F-2A or the Depositor may require a written as Exhibit F-2B; or (ii) an Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee and to the Depositor effect that such transfer may be made pursuant to an exemption, describing without registration under the applicable exemption and the basis therefor, from said Securities Act and laws that the prospective Transferee is a Qualified Institutional Buyer or is being made pursuant to said Act and laws, an Institutional Accredited Investor (which Opinion of Counsel shall not be an expense of the Trustee Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Tax Administrator, the Trustee, the Fiscal Agent or the Depositor and Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder's prospective Transferee on which such Opinion of Counsel is based. If a transfer of any interest in a Book-Entry Non-Registered Certificate that relates to a Rule 144A/IAI Global Certificate is to be made without registration under the Securities Act (iiother than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a transfer of any interest therein by the Depositor, Xxxxxx Brothers or any of their respective Affiliates), then the Certificate Owner desiring to effect such transfer shall be required to obtain either (i) the Trustee shall require the transferee to execute an investment letter (a certificate from such Certificate Owner's prospective Transferee substantially in substantially the form attached hereto as Exhibit I F-2C or as Exhibit JF-2D, or (ii) acceptable to and in form and substance reasonably satisfactory an Opinion of Counsel to the Depositor effect that such transfer may be made 167 without registration under the Securities Act and that the Trustee certifying prospective Transferee is a Qualified Institutional Buyer or an Institutional Accredited Investor. Any interest in a Book-Entry Non-Registered Certificate that relates to the Depositor and the Trustee the facts surrounding such transfer, which investment letter a Rule 144A/IAI Global Certificate shall not be transferred to any Person who takes delivery other than in the form of an expense interest in such Rule 144A/IAI Global Certificate. If any Transferee of an interest in a Book-Entry Non-Registered Certificate that relates to a Rule 144A/IAI Global Certificate does not, in connection with the subject transfer, deliver to the Transferor the Opinion of Counsel or one of the Trustee certifications described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in either Exhibit F-2C or Exhibit F-2D hereto are, with respect to the Depositorsubject transfer, true and correct. The Holder Notwithstanding the preceding paragraph, any interest in the Rule 144A/IAI Global Certificate in respect of the Class H Certificates may be transferred (without delivery of any certificate or Opinion of Counsel described in clauses (i) and (ii) of the preceding paragraph) by the Depositor or any Affiliate of the Depositor to any Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class S or Class R upon delivery to the Certificate Registrar of (x) a certificate to the effect that the Certificate Owner desiring to effect such transfer is the Depositor or an Affiliate of the Depositor and (y) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Trustee to debit the account of a Depository Participant by a denomination of interests in such Rule 144A/IAI Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the Class H Certificates to be transferred. Upon delivery to the Certificate Registrar of such certification and orders and instructions, the Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A/IAI Global Certificate in respect of the Class H Certificates, and increase the denomination of the Regulation S Global Certificate for such Class, by the denomination of the beneficial interest in such Class specified in such orders and instructions. On and prior to the Release Date, beneficial interests in the Regulation S Temporary Global Certificate in respect of the Class H Certificates shall not be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Temporary Global Certificate, and the Certificate Owner desiring to effect such transfer shall be required to obtain from such Certificate Owner's prospective Transferee a Regulation S Certificate. Not earlier than the Release Date, beneficial interests in the Regulation S Temporary Global Certificate in respect of the Class H Certificates shall be exchangeable for beneficial interests in the Regulation S Permanent Global Certificate for such Class. Beneficial interests in the Regulation S Temporary Global Certificate in respect of the Class H Certificates may be held only through Euroclear or Clearstream. The Regulation S Permanent Global Certificate in respect of the Class H Certificates shall be deposited with the Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. None of the Depositor, the Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a transfer, sale, pledge or other disposition of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Trustee Depositor, the Underwriters, the Trustee, the Fiscal Agent, the Master Servicer, the Special Servicer, the Tax Administrator and the Depositor Certificate Registrar against any liability that may result if the transfer such transfer, sale, pledge or other disposition is not so 168 exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws or is not made in accordance with such federal and state laws. (2c) No transfer of a Certificate or any interest therein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Xxxxx plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase and holding of such Certificate or interest therein by the prospective Transferee would result in a violation of Section 406 of ERISA or Section 4975 of the Code or would result in the imposition of an excise tax under Section 4975 of the Code. Except as provided belowin connection with the initial issuance of the Non-Registered Certificates or any transfer of a Non-Registered Certificate or any interest therein by the Depositor, Xxxxxx Brothers or any of their respective Affiliates or, in the case of the global certificate(s) representing a Class of Book-Entry Certificates Non-Registered Certificates, any transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03, the Certificate Registrar shall at all times remain registered refuse to register the transfer of a Definitive Non-Registered Certificate unless it has received from the prospective Transferee, and any Certificate Owner transferring an interest in a Book-Entry Non-Registered Certificate that relates to a Rule 144A/IAI Global Certificate shall be required to obtain from its prospective Transferee, either (i) a certification to the effect that such prospective Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification to the effect that the purchase and holding of such Certificate or interest therein by such prospective Transferee is exempt from the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60; or (iii) in the name case of a Class X Certificate that is being acquired by or on behalf of a Plan in reliance on any of the Depository Prohibited Transaction Exemptions, a certification to the effect that such Plan (X) is an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, the Depositor, any Mortgage Loan Seller, the Master Servicer, the Special Servicer, any Sub-Servicer, any Exemption Favored Party or any Mortgagor with respect to Mortgage Loans constituting more than 5% of the aggregate unamortized principal balance of all the Mortgage Loans determined as of the Closing Date, or by any Affiliate of such Person, and (Z) agrees that it will obtain from each of its nominee Transferees that are Plans a written representation that such Transferee, if a Plan, satisfies the requirements of the immediately preceding clauses (iii)(X) and at all times(iii)(Y), together with a written agreement that such Transferee will obtain from each of its Transferees that are Plans a similar written representation regarding satisfaction of the requirements of the immediately preceding clauses (iii)(X) and (iii)(Y); or (iv) a certification of facts and an Opinion of Counsel which otherwise establish to the reasonable satisfaction of the Trustee or such Certificate Owner, as the case may be, that such transfer will not result in a violation of Section 406 of ERISA or Section 4975 of the Code or result in the imposition of an excise tax under Section 4975 of the Code. It is hereby acknowledged that the forms of certification attached hereto as Exhibit G-1 (in the case of Definitive Non-Registered Certificates) and Exhibit G-2 (in the case of ownership interests in Book-Entry Non-Registered Certificates) are acceptable for purposes of the preceding sentence. If any Transferee of a Subordinate Certificate (including a Registered Certificate) or any interest therein does not, in connection with the subject transfer, deliver to the Certificate Registrar (in the case of a Definitive Subordinate Certificate) or the Transferor (in the case of ownership interests in a Book-Entry Subordinate Certificate) any certification and/or Opinion of Counsel contemplated by the second preceding sentence, then such Transferee shall be deemed to have represented and warranted that either: (i) registration such Transferee is not a Plan and is not directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of the Book-Entry Certificates may not be transferred by the Trustee except to another Depositorya Plan; or (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners purchase and with respect to ownership and transfers holding of such Book-Entry Certificates; (iii) ownership Certificate or interest therein by such Transferee is exempt from the prohibited transaction provisions of Section 406 of ERISA and transfers of registration Section 4975 of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firmCode.

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar (located as of the Closing Date at 135 South LaSalle, Suite 1625, Chicago, Illinois 60603) may prescribe, the Trustee shall provide for the xxx Xxxxxxxxxxx Xxxxxxxxx xxxxx xxxxxxx xxx xxx registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate is hereby initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee may appoint, by a written instrument delivered to the Depositor, the Master Servicer, the Special Servicer and the REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall at any time not be the immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Trustee Master Servicer, the Special Servicer and the REMIC Administrator shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Upon request, the Trustee shall promptly inform, or cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. If Certificateholders representing more than 25% of any Class of Certificates (hereinafter referred to as "applicants") apply in writing to the Trustee, and such application states that the applicants desire to communicate with other Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such applicants propose to transmit, then the Trustee shall, within five (5) Business Days after the receipt of such application, afford such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate Registrar and such a list is as of a date more than ninety (90) days prior to the date of receipt of such applicants' request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived. (1b) No transfer of a Class S or Class R any Non-Registered Certificate shall be made unless such that transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amendedAct, and any effective registration or qualification under applicable state securities laws laws, or is made in accordance with said Act and lawsa transaction which does not require such registration or qualification. In If a transfer (other than one by the event of any such transfer, (iDepositor to an Affiliate thereof or the initial transfer thereof) unless such transfer is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: (i) the Certificate Registrar shall require that the transferee deliver to the Certificate Registrar an investment representation letter (the "Investment Representation Letter") substantially in the form of Exhibit B attached hereto, which Investment Representation Letter shall certify, among other things, that the transferee is an institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (an "Institutional Accredited Investor") or a "qualified institutional buyer" as defined in Rule 144A under the 1933 ActSecurities Act (a "Qualified Institutional Buyer"), and the Trustee or Certificate Registrar may also require that the Depositor may require a written transferee deliver to the Certificate Registrar an Opinion of Counsel if such transferee is not a Qualified Institutional Buyer or (which may ii) if the certifications described in the preceding clause (i) cannot be in-house counselprovided, (a) acceptable to and in form and substance the Certificate Registrar shall require an Opinion of Counsel reasonably satisfactory to the Trustee Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act registration or qualification under the Securities Act, applicable state securities laws and laws or is being made pursuant to said Act and other relevant laws, which Opinion of Counsel shall not be an expense of the Trustee Trust Fund, the Certificate Registrar, the Depositor or the Depositor Trustee and (iib) the Trustee Certificate Registrar shall require the transferee transferor to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and a certification in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee Certificate Registrar setting forth the facts surrounding such transfer; provided, which investment letter shall not be an expense of the Trustee or the Depositor. The Holder however, that a transfer of a Non-Registered Certificate of any such Class S or Class R Certificate desiring may be made to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result a trust if the transfer is not so exempt or is not made in accordance with such federal and state laws. (2) Except as provided below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of the Book-Entry Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect transferor provides to the Certificate Owners Registrar and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with a certification that interests in such trust may only be transferred subject to requirements substantially to the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under effect set forth in this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firmSection 5.

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar (located as of the Closing Date at Wells Fargo Center, Sixth and Marquette, Minneapolis, Minnesota 55479-0000) may prescribe, the Trustee Certificate Registrar shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate is hereby initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee may appoint, by a written instrument delivered to the Depositor, the Master Servicer, the Special Servicer and the REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall at any time not be the immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Trustee Master Servicer, the Special Servicer and the REMIC Administrator shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Upon request, the Trustee shall promptly inform, or cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. If Certificateholders representing more than 25% of any Class of Certificates (hereinafter referred to as "applicants") apply in writing to the Trustee, and such application states that the applicants desire to communicate with other Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication that such applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, afford such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate Registrar and such a list is as of a date more than 90 days prior to the date of receipt of such applicants' request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived. (1b) No transfer of a Class S or Class R any Non-Registered Certificate shall be made unless such that transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amendedAct, and any effective registration or qualification under applicable state securities laws laws, or is made in accordance with said Act and lawsa transaction that does not require such registration or qualification. In If a transfer (other than one by the event of any such transfer, (iDepositor to an Affiliate thereof or the initial transfer thereof) unless such transfer is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: (i) the Certificate Registrar shall require that the transferee deliver to the Certificate Registrar an investment representation letter (the "Investment Representation Letter") substantially in the form of Exhibit B attached hereto, which Investment Representation Letter shall certify, among other things, that the transferee is an institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (an "Institutional Accredited Investor") or a "qualified institutional buyer" as defined in Rule 144A under the 1933 ActSecurities Act (a "Qualified Institutional Buyer"), and the Trustee or Certificate Registrar may also require that the Depositor may require a written transferee deliver to the Certificate Registrar an Opinion of Counsel if such transferee is not a Qualified Institutional Buyer or (which may ii) if the certifications described in the preceding clause (i) cannot be in-house counselprovided, (a) acceptable to and in form and substance the Certificate Registrar shall require an Opinion of Counsel reasonably satisfactory to the Trustee Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act registration or qualification under the Securities Act, applicable state securities laws and laws or is being made pursuant to said Act and other relevant laws, which Opinion of Counsel shall not be an expense of the Trustee Trust Fund, the Certificate Registrar, the Depositor or the Depositor Trustee and (iib) the Trustee Certificate Registrar shall require the transferee transferor to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and a certification in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee Certificate Registrar setting forth the facts surrounding such transfer; provided, which investment letter shall not be an expense of the Trustee or the Depositor. The Holder however, a transfer of a Non-Registered Certificate of any such Class S or Class R Certificate desiring may be made to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result a trust if the transfer is not so exempt or is not made in accordance with such federal and state laws. (2) Except as provided below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of the Book-Entry Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect transferor provides to the Certificate Owners Registrar and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with a certification that interests in such trust may only be transferred subject to requirements substantially to the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under effect set forth in this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firmSection 5.

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Trustee Certificate Registrar shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate is hereby initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms 143 hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Master Servicer and the Special Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall at any time not be the immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Trustee Master Servicer and the Special Servicer, shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. (1b) No transfer of a Class S or Class R any Non-Registered Certificate shall be made unless such transfer is exempt from made pursuant to an effective registration statement under the Securities Act, and effective registration requirements of or qualification under applicable state securities laws, or is made to a Qualified Institutional Buyer in accordance with Rule 144A promulgated under the Securities Act in a transaction that does not require such registration or qualification. If such a transfer is to be made without registration under the Securities Act, other than a transfer by the Depositor or an Affiliate thereof, then the Trustee shall require, in order to assure compliance with such laws, receipt by it and the Depositor of 1933a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit B-1 hereto and a certificate from such Certificateholder's prospective transferee substantially in the form attached as Exhibit B-2 hereto. Notwithstanding the foregoing, as amended, and transfers of a beneficial interest in any applicable state securities laws Class (or is made portion thereof) of Non-Registered Certificates (other than the Residual Certificates) in accordance with said Act the rules and laws. In procedures of the event of any such transfer, (i) unless Depository applicable to transfers by its respective participants will be permitted if such transfer is made to a Qualified Institutional Buyer in reliance upon accordance with Rule 144A promulgated under the 1933 Securities Act. None of the Depositor, the Trustee or the Depositor may require a written Opinion Certificate Registrar is obligated to register or qualify any Class of Counsel (which may be inNon-house counsel) acceptable Registered Certificates under the Securities Act or any other securities law or to and in form and substance reasonably satisfactory take any action not otherwise required under this Agreement to permit the Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws of any Non-Registered Certificate without registration or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee or the Depositor and (ii) the Trustee shall require the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee or the Depositorqualification. The Any Holder of a Class S or Class R Non-Registered Certificate desiring to effect such a transfer shall, and does hereby agree to, indemnify the Depositor, the Trustee and the Depositor Certificate Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (i) No transfer of a Senior Certificate or a Class B, Class C, Class D, Class E, Class F, Class G or Class H Certificate or any interest therein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Xxxxx plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, that is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with "plan assets" of a Plan, unless (1) such Plan qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act at the time of such transfer, such Certificates continue to be rated in one of the top four rating categories by at least one Rating Agency or (2) Except such Plan is an "insurance company general account" (within the meaning of PTCE 95-60 (as provided defined below)) and the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied as of the date of acquisition of such Certificate. Each purchaser or transferee that is a Plan or is investing on behalf of or with "plan assets" of a Plan will be deemed to have represented that the foregoing conditions have been satisfied. (ii) No transfer of a Residual Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with "plan assets" of a Plan. No transfer of a Class J, Class K, Class L, Class M, Class N, Class O, Class P or Class Q Certificate or any interest therein shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with "plan assets" of a Plan unless the prospective transferee of any such Certificate or any interest therein provides a certification of facts to the Depositor, the BookMaster Servicer and the Trustee substantially to the effect that (or, if such Certificate is not in certificated form, will be deemed to represent that) the purchase of such Certificate by or on behalf of, or with "plan assets" of, any Plan is permissible under applicable law, will not constitute or result in any non-Entry Certificates shall at all times remain registered in the name exempt prohibited transaction under ERISA or Section 4975 of the Depository Code, will not subject the Depositor, the Trustee or its nominee the Master Servicer to any obligation in addition to those undertaken herein, and at all timesthe following conditions are met: (1) such Plan qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, (2) the source of funds used to purchase such Certificate is an "insurance company general account" (as such term is defined in United States Department of Labor Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and (3) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied as of the date of the acquisition of such Certificates. Any purchaser of a Class J, Class K, Class L, Class M, Class N, Class O, Class P or Class Q Certificate or any interest therein will be deemed to have represented by such purchase that either (a) such purchaser is not a Plan and is not purchasing such Certificates by or on behalf of, or with "plan assets" of, any Plan or (b) the purchase of any such Certificate by or on behalf of, or with "plan assets" of, any Plan is permissible under applicable law, will not result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code, and will not subject the Depositor, the Trustee or the Master Servicer to any obligation in addition to those undertaken herein, and the following conditions are met: (i) registration such Plan qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Book-Entry Certificates may not be transferred by the Trustee except to another Depository; Securities Act, (ii) the Depository shall maintain booksource of funds used to purchase such Certificate is an "insurance company general account" (as such term is defined in PTCE 95-entry records with respect to 60) and (iii) the Certificate Owners conditions set forth in Sections I and with respect to ownership and transfers III of PTCE 95-60 have been satisfied as of the date of the acquisition of such Certificates. The Trustee may require that any prospective transferee of a Certificate that is held as a Definitive Certificate provide such certifications as the Trustee may deem desirable or necessary in order to establish that such transferee or the Person in whose name such registration is requested is not a Plan or a Person who is directly or indirectly purchasing such Certificate on behalf of, as named fiduciary of, as trustee of, or with "plan assets" of a Plan or that the conditions of an acceptable alternative have been satisfied. The Trustee shall not have any responsibility to monitor or restrict the transfer of Ownership Interests in any Certificates that are in the form of a Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firmCertificate.

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Trustee Certificate Registrar shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. Wells Fargo Bank, N.A. is hereby initially appointed Certificate Registxxx xor the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee shall also designate and cause to be kept in the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve as Certificate Registrar for the purpose of registering Certificates as herein provided. The Trustee may appoint, by a written instrument delivered to the Depositor, the Trustee, the Paying Agent, the Special Servicer and the Master Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. The Depositor, the Trustee, the Master Servicer may prescribe. If and the Trustee shall at any time not be the Certificate Registrar, the Trustee Special Servicer shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Master Servicer, the Paying Agent, the Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at its office maintained at Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia, Maryland 21000-0051, Attn: Asset Bacxxx Xxxxxxxxxx Xxxxx Xxxxxxxx Xxxxx - X.X. Xxxxxx Xxxxe Commercial Mortgage Securities Corp., Commercial Mortxxxx Xxxx-Xhxxxxx Certificates, Series 2005-CIBC11 (the "Registrar Office") together with an assignment and transfer (executed by the Holder or his duly authorized attorney). Subject to the requirements of Sections 5.02(b), (c) and (d), the Certificate Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures. (1b) No transfer of a Class S or Class R any Non-Registered Certificate shall be made unless such that transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amendedAct, and any effective registration or qualification under applicable state securities laws laws, or is made in accordance with said Act and lawsa transaction which does not require such registration or qualification. In If a transfer (other than one by the event of any such transfer, (iDepositor to an Affiliate thereof or by the Initial Purchasers to JER Investors Trust Inc.) unless such transfer is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: (i) Rule 144A under Book-Entry Certificate to Regulation S Book-Entry Certificate During the 1933 ActRestricted Period. If, during the Trustee or Restricted Period, a Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the Depositor may require form of a written Opinion of Counsel (which may be inbeneficial interest in a Regulation S Book-house counsel) acceptable Entry Certificate, such Certificate Owner may, in addition to complying with all applicable rules and in form and substance reasonably satisfactory to the Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense procedures of the Trustee Depository and Clearstream or Euroclear applicable to transfers by their respective participants (the Depositor and (ii) the Trustee shall require the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit I "Applicable Procedures"), transfer or Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee or the Depositor. The Holder of a Class S or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if cause the transfer is not so exempt or is not made of such beneficial interest for an equivalent beneficial interest in the Regulation S Book-Entry Certificate only upon compliance with the provisions of this Section 5.02(b)(i). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with such federal and state laws. the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) Except a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and the Euroclear or Clearstream account, as provided belowthe case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit K hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar, as custodian of the Book-Entry Certificates shall at all times remain registered reduce the Denomination of the Rule 144A Book-Entry Certificate by the Denomination of the beneficial interest in the name Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer. (ii) Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate After the Restricted Period. If, after the Restricted Period, a Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in a Regulation S Book-Entry Certificate only upon compliance with the provisions of this Section 5.02(b)(ii). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or its nominee Clearstream account, as the case may be) to be credited with, and at all times: the account of the Depository Participant to be debited for, such beneficial interest, and (i3) registration a certificate in the form of Exhibit N hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar as custodian of the Book-Entry Certificates may not be transferred shall reduce the Denomination of the Rule 144A Book-Entry Certificate by the Trustee except aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer. (iii) Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If the Certificate Owner of an interest in a Regulation S Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Regulation S Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate only upon compliance with the provisions of this Section 5.2(b)(iii). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another Depository; specified Depository Participant's account a beneficial interest in the Rule 144A Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant to be credited with, and the account of the Depository Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to a transfer of a beneficial interest in the Regulation S Book-Entry Certificate for a beneficial interest in the related Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in the form of Exhibit O hereto given by the Certificate Owner, or (ii) after the Depository shall maintain book-entry records with respect Restricted Period, an Investment Representation Letter in the form of Exhibit C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer (an "Investment Representation Letter"), the Certificate Owners and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration Registrar, as custodian of the Book-Entry Certificates on Certificates, shall reduce the books Denomination of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Regulation S Book-Entry Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by Denomination of the Depository Participants with respect to indirect participating firms and persons shown on beneficial interest in the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Regulation S Book-Entry Certificates Certificate to be transferred, and, concurrently with such reduction, increase the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be made in accordance with the procedures established by the a Depository Participant acting for or brokerage firmon behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Rule 144A Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Regulation S Book-Entry Certificate was reduced upon such transfer.

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall keep or cause to be kept at an the office or agency to be maintained by a transfer agent and registrar (the "Transfer Agent and ------------------ Registrar"), in accordance with the city where the Corporate Trust Office is locatedprovisions of Section 11.16, a register (the ------------- "Certificate Register for each Class of Certificates Register") in which, subject to such reasonable regulations as it -------------------- may prescribe, the Trustee Transfer Agent and Registrar shall provide for the registration of the Investor Certificates of such Class each Series (unless otherwise provided in the related Supplement) and of transfers and exchanges of such the Investor Certificates as herein provided. The Trustee shall also designate Bankers Trust Company is hereby initially appointed Transfer Agent and cause to be kept in Registrar for the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of registering the Investor Certificates and transfers and exchanges as herein provided. The Trustee shall initially serve as Certificate Registrar for of the purpose of registering Investor Certificates as herein provided. The Trustee may appoint, by a written instrument delivered to In the Master Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer may prescribe. If the Trustee event that Bankers Trust Company shall at any time not no longer be the Certificate Transfer Agent and Registrar, the Trustee shall have appoint a successor Transfer Agent and maintain Registrar reasonably acceptable to the right Seller and the Servicer. The Trustee may revoke such appointment and remove Bankers Trust Company as Transfer Agent and Registrar if the Trustee determines in its sole discretion that Bankers Trust Company failed to inspect perform its obligations under this Agreement in any material respect. Bankers Trust Company shall be permitted to resign as Transfer Agent and Registrar upon 30 days' written notice to the Seller and the Servicer; provided, however, that such resignation shall not be -------- ------- effective and Bankers Trust Company shall continue to perform its duties as Transfer Agent and Registrar until the Trustee has appointed a successor Transfer Agent and Registrar reasonably acceptable to the Seller and the Servicer. Upon surrender for registration of transfer of any Certificate at any office or agency of the Transfer Agent and Registrar, the Seller shall execute subject to the provisions of subsection 6.3(d), and the Trustee shall ----------------- authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of like aggregate fractional Undivided Interests; provided, however, that the provisions -------- ------- of this paragraph shall not apply to Bearer Certificates. At the option of an Investor Certificateholder, Investor Certificates may be exchanged for other Investor Certificates of the same Series in authorized denominations of like aggregate fractional Undivided Interests, upon surrender of the Investor Certificates to be exchanged at any such office or agency. At the option of any Registered Certificateholder, Registered Certificates may be exchanged for other Registered Certificates of the same Series in authorized denominations of like aggregate Undivided Interests in the Trust, upon surrender of the Registered Certificates to be exchanged at any office or agency of the Transfer Agent and Register maintained for such purpose. At the option of a Bearer Certificateholder, subject to applicable laws and regulations, Bearer Certificates may be exchanged for other Bearer Certificates or to obtain a copy thereof at all reasonable timesRegistered Certificates of the same Series in authorized denominations of like aggregate Undivided Interests in the Trust, to afford Certificateholders access thereto for in the purposes manner specified in Section 10.08, and to rely conclusively the Supplement for such Series upon a certificate surrender of the Certificate Registrar as Bearer Certificates to the information set forth in the Certificate Register. (1) No transfer of a Class S be exchanged at an office or Class R Certificate shall be made unless such transfer is exempt from the registration requirements agency of the Securities Act Transfer Agent and Registrar located outside the United States. Each Bearer Certificate surrendered pursuant to this Section 6.3 shall ----------- have attached thereto (or be accompanied by) all unmatured coupons, provided that any Bearer Certificate so surrendered after the close of 1933, as amended, and any applicable state securities laws or is made in accordance with said Act and lawsbusiness on the Record Date preceding the relevant Distribution Date after the related Series Termination Date need not have attached the Coupons related to such Distribution Date. In the event The preceding provisions of any such transfer, (i) unless such transfer is made in reliance upon Rule 144A under the 1933 Actthis Section 6.3 notwithstanding, the Trustee ----------- or the Depositor Transfer Agent and Registrar, as the case may require be, shall not be required to register the transfer of or exchange any Investor Certificate of any Series for a period of 15 days preceding the due date for any payment with respect to the Investor Certificate of such Series. Whenever any Investor Certificates of any Series are so surrendered for exchange, the Seller shall execute, and the Trustee shall authenticate and (unless the Transfer Agent and Registrar is different than the Trustee, in which case the Transfer Agent and Registrar shall) deliver, the Investor Certificates of such Series which the Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written Opinion instrument of Counsel (which may be in-house counsel) acceptable to and transfer in a form and substance reasonably satisfactory to the Trustee and the Depositor Transfer Agent and Registrar duly executed by the Certificateholder thereof or his attorney-in-fact duly authorized in writing. Unless otherwise provided in the related Supplement, no service charge shall be made for any registration of transfer or exchange of Investor Certificates, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or governmental charge that such transfer may be made pursuant imposed in connection with any transfer or exchange of Investor Certificates. All Investor Certificates (together with any Coupons attached to an exemption, describing Bearer Certificates) surrendered for registration of transfer or exchange shall be cancelled by the applicable exemption Transfer Agent and Registrar and disposed of in the basis therefor, from said Act Trustee's normal and laws customary manner. The Trustee shall cancel and destroy the Global Certificate upon its exchange in full for Definitive Certificates and shall deliver a certificate of destruction to the Seller. Such certificates shall also state that a certificate or is being made pursuant certificates of each Foreign Clearing Agency was received with respect to said Act each portion of the Global Certificate exchanged for Definitive Certificates. The Seller shall execute and laws, which Opinion of Counsel shall not be an expense of deliver to the Trustee or the Depositor Transfer Agent and (ii) Registrar as applicable, Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to enable the Trustee shall require the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Depositor fulfill its responsibilities under this Agreement and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee or the Depositor. The Holder of a Class S or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state lawsCertificates. (2b) Except as provided belowin Section 6.9 or 7.2, in no event shall the Book-Entry Certificates ----------- --- Exchangeable Seller Certificate or any interest therein be transferred hereunder, in whole or in part, unless the Seller shall at all times remain registered have consented in writing to such transfer and unless the name of the Depository or its nominee and at all times: Trustee shall have received (i) a Supplement specifying the Principal Terms of such Series, if applicable, (ii) if required by the Supplement (if any), the form of Enhancement, (iii) if an Enhancement is required by the Supplement (if any), an appropriate Enhancement Agreement, (iv) the existing Exchangeable Seller Certificate and, if applicable, the certificates representing the Series to be exchanged, (v) an Officer's Certificate of the Seller that on the date the Exchange or transfer occurs, after giving effect to such Exchange or transfer, the Seller Interest will be at least equal to the Minimum Seller Interest, (vi) confirmation in writing from the Rating Agency that such transfer will not result in a reduction or withdrawal of its then-existing rating of any Series of Investor Certificates then outstanding, (vii) an Opinion of Counsel that such transfer (x) does not adversely affect the Federal or state income tax characterization of any class of Investor Certificates as indebtedness secured by the Receivables, (y) will not result in the Trust being classified as an association taxable as a corporation for Federal income tax purposes, or as a taxable entity for applicable state income tax purposes and (z) will not be treated as an exchange to any outstanding class of Investor Certificateholders, and (viii) in the case of the transfer of the Exchangeable Seller Certificate as a whole, an agreement supplemental hereto, executed and delivered to the Trustee in form satisfactory to the Trustee, in which the transferee of the Exchangeable Seller Certificate expressly assumes the performance of every covenant and obligation of the Seller, as Holder of the Exchangeable Seller Certificate, as applicable hereunder, and pursuant to which such transferee shall benefit from all the rights granted to the Seller, as Holder of the Exchangeable Seller Certificate, applicable hereunder; provided that a transfer of the Exchangeable Seller Certificate shall not release the Seller from any of its obligations under this Agreement unless effected pursuant to Section 7.2(b). -------------- The Holder of the Exchangeable Seller Certificate, by its acceptance of the Exchangeable Seller Certificate, acknowledges that its obligation to make the payments required by Section 4.2(d)(ii) is a full recourse obligation. ------------------ (c) The Transfer Agent and Registrar will maintain at its expense in the Borough of Manhattan, the City of New York (and subject to Section 6.3, if ----------- specified in the related Supplement for any Series, any other city designated in such Supplement) an office or offices or an agency or agencies where Investor Certificates of such Series may be surrendered for registration of the Book-Entry transfer or exchange (except that Bearer Certificates may not be transferred by surrendered for exchange at any such office or agency in the United States). (d) Unless otherwise provided in the related Supplement, registration of transfer of Registered Certificates containing a legend relating to the restrictions on transfer of such Registered Certificates (which legend shall be set forth in the Supplement relating to such Investor Certificates) shall be effected only if the conditions set forth in such related Supplement are satisfied. Whenever a Registered Certificate containing the legend set forth in the related Supplement is presented to the Transfer Agent and Registrar for registration of transfer, the Transfer Agent and Registrar shall promptly seek instructions from the Servicer regarding such transfer. The Transfer Agent and Registrar and the Trustee except shall be entitled to receive written instructions signed by a Servicing Officer prior to registering any such transfer or authenticating new Registered Certificates, as the case may be. The Servicer hereby agrees to indemnify the Transfer Agent and Registrar and the Trustee and to hold each of them harmless against any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by them in reliance on any such written instructions furnished pursuant to subsection 6.3(d). ----------------- (e) Notwithstanding any other provision of this Agreement, any Certificate for which an Opinion of Counsel has not been issued to the effect that such Certificate constitutes debt for Federal income tax purposes (each, a "Subject ------- Certificate") shall be subject to the limitations of this subsection 6.3(e). No ----------- ----------------- Subject Certificates shall be issued in a transaction (or transactions) that is required to be registered under the Securities Act or, to the extent any such offering or sale of Subject Certificates is not required to be registered under the Securities Act by reason of Regulation S (17 CFR 230.901 through 230.904) or any successor thereto, that would be required to be registered under the Securities Act if the interests so offered or sold were offered and sold within the United States of America. No transfer (or purported transfer) of all or any part of a Subject Certificate (or any economic interest therein), whether to another Depository; Certificateholder or to a Person that is not a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab -- initio, and no Person shall otherwise become a Holder of a Subject Certificate ------ if (i) at the time of such transfer (or purported transfer) any Subject Certificates or interests therein are traded on an established securities market or readily tradeable on a secondary market or the substantial equivalent thereof or (ii) after such transfer (or purported transfer) the Depository shall maintain book-entry records Trust would have more than 100 Holders of Subject Certificates. For purposes of clause (i) of the ---------- immediately preceding sentence, an established securities market is (A) a national securities exchange that is either registered under Section 6 of the Exchange Act or exempt from registration because of the limited volume of transactions, (B) a foreign securities exchange that, under the law of the jurisdiction where it is organized, satisfies regulatory requirements that are analogous to the regulatory requirements of the Exchange Act, (C) a regional or local exchange, or (D) an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwise. For purposes of such clause (i), Subject Certificates are readily ---------- tradeable on a secondary market or the substantial equivalent thereof if (1) Subject Certificates (or interests therein) are regularly quoted by any Person, such as a broker or dealer, making a market in the interests; (2) any Person regularly makes available to the public (including customers or subscribers) bid or offer quotes with respect to Subject Certificates (or interests therein) and stands ready to effect buy or sell transactions at the Certificate Owners quoted prices for itself or on behalf of others; (3) the Holders of Subject Certificates have a readily available, regular, and ongoing opportunity to sell or exchange the Subject Certificates (or interests therein) through a public means of obtaining or providing information of offers to buy, sell, or exchange such interests; or (4) prospective buyers and sellers otherwise have the opportunity to buy, sell, or exchange the Subject Certificates (or interests therein) in a time frame and with respect the regularity and continuity that is comparable to ownership that described in clauses (1), (2) and transfers (3) of this sentence. For purposes of determining whether ----------- --- --- the Trust will have more than 100 Holders of Subject Certificates, each Person indirectly owning an interest in a Subject Certificate through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S corporation (each such Bookentity a "flow-Entry Certificates; (iiithrough entity") ownership and transfers ------------------- shall be treated as a Holder of registration a Subject Certificate unless the Servicer determines in its sole discretion, after consulting with qualified tax counsel, that less than substantially all of the Book-Entry Certificates on the books value of the Depository shall be governed by applicable rules established by beneficial owner's interest in the Depository; flow-through entity is attributable to the flow-through entity's interest (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made indirect) in accordance with the procedures established by the Depository Participant or brokerage firmTrust.

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar (located as of the Closing Date at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603) may prescribepresxxxxx, the Trustee shall provide for the xxx Xxxxxxxxxxx Xxxxxxxxx xxxxx xxxxxxx xxx xxx registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate is hereby initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee may appoint, by a written instrument delivered to the Depositor, the Master Servicer, the Special Servicer and the REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall at any time not be the immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Trustee Master Servicer, the Special Servicer and the REMIC Administrator shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Upon request, the Trustee shall promptly inform, or cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. If Certificateholders representing more than 25% of any Class of Certificates (hereinafter referred to as "applicants") apply in writing to the Trustee, and such application states that the applicants desire to communicate with other Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication that such applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, afford such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate Registrar and such a list is as of a date more than 90 days prior to the date of receipt of such applicants' request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived. (1b) No transfer of a Class S or Class R any Non-Registered Certificate shall be made unless such that transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amendedAct, and any effective registration or qualification under applicable state securities laws laws, or is made in accordance with said Act and lawsa transaction that does not require such registration or qualification. In If a transfer (other than one by the event of any such transfer, (iDepositor to an Affiliate thereof or the initial transfer thereof) unless such transfer is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: (i) the Certificate Registrar shall require that the transferee deliver to the Certificate Registrar an investment representation letter (the "Investment Representation Letter") substantially in the form of Exhibit B attached hereto, which Investment Representation Letter shall certify, among other things, that the transferee is an institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (an "Institutional Accredited Investor") or a "qualified institutional buyer" as defined in Rule 144A under the 1933 ActSecurities Act (a "Qualified Institutional Buyer"), and the Trustee or Certificate Registrar may also require that the Depositor may require a written transferee deliver to the Certificate Registrar an Opinion of Counsel if such transferee is not a Qualified Institutional Buyer or (which may ii) if the certifications described in the preceding clause (i) cannot be in-house counselprovided, (a) acceptable to and in form and substance the Certificate Registrar shall require an Opinion of Counsel reasonably satisfactory to the Trustee Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act registration or qualification under the Securities Act, applicable state securities laws and laws or is being made pursuant to said Act and other relevant laws, which Opinion of Counsel shall not be an expense of the Trustee Trust Fund, the Certificate Registrar, the Depositor or the Depositor Trustee and (iib) the Trustee Certificate Registrar shall require the transferee transferor to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and a certification in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee Certificate Registrar setting forth the facts surrounding such transfer; provided, which investment letter shall not be an expense of the Trustee or the Depositor. The Holder however, a transfer of a Non-Registered Certificate of any such Class S or Class R Certificate desiring may be made to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result a trust if the transfer is not so exempt or is not made in accordance with such federal and state laws. (2) Except as provided below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of the Book-Entry Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect transferor provides to the Certificate Owners Registrar and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with a certification that interests in such trust may only be transferred subject to requirements substantially to the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under effect set forth in this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firmSection 5.

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar (located as of the Closing Date at [______________________________]) may prescribe, the Trustee Certificate Registrar shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate is hereby initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee may appoint, by a written instrument delivered to the Depositor, the Master Servicer, the Special Servicer and the REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe; provided that the Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall at any time not be the immediately succeed to its predecessor’s duties as Certificate Registrar. The Depositor, the Trustee Master Servicer, the Special Servicer and the REMIC Administrator shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Upon request, the Trustee shall promptly inform, or cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. If Certificateholders representing more than 25% of any Class of Certificates (hereinafter referred to as “applicants”) apply in writing to the Trustee, and such application states that the applicants desire to communicate with other Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication that such applicants propose to transmit, then the Trustee shall, within [___] Business Days after the receipt of such application, afford such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate Registrar and such a list is as of a date more than [__] days prior to the date of receipt of such applicants’ request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived. (1b) No transfer of a Class S or Class R any Non-Registered Certificate shall be made unless such that transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amendedAct, and any effective registration or qualification under applicable state securities laws laws, or is made in accordance with said Act and lawsa transaction that does not require such registration or qualification. In If a transfer (other than one by the event of any such transfer, (iDepositor to an Affiliate thereof or the initial transfer thereof) unless such transfer is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: (i) the Certificate Registrar shall require that the transferee deliver to the Certificate Registrar an investment representation letter (the “Investment Representation Letter”) substantially in the form of Exhibit B attached hereto, which Investment Representation Letter shall certify, among other things, that the transferee is an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act or an entity all of the equity owners of which are such institutions (an “Institutional Accredited Investor”) or a “qualified institutional buyer” as defined in Rule 144A under the 1933 ActSecurities Act (a “Qualified Institutional Buyer”), and the Trustee or Certificate Registrar may also require that the Depositor may require a written transferee deliver to the Certificate Registrar an Opinion of Counsel if such transferee is not a Qualified Institutional Buyer or (which may ii) if the certifications described in the preceding clause (i) cannot be in-house counselprovided, (a) acceptable to and in form and substance the Certificate Registrar shall require an Opinion of Counsel reasonably satisfactory to the Trustee Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act registration or qualification under the Securities Act, applicable state securities laws and laws or is being made pursuant to said Act and other relevant laws, which Opinion of Counsel shall not be an expense of the Trustee Trust Fund, the Certificate Registrar, the Depositor or the Depositor Trustee and (iib) the Trustee Certificate Registrar shall require the transferee transferor to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and a certification in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee Certificate Registrar setting forth the facts surrounding such transfer; provided, however, that a transfer of a Non-Registered Certificate of any such Class may be made to a trust if the transferor provides to the Certificate Registrar and to the Trustee a certification that interests in such trust may only be transferred subject to requirements substantially to the effect set forth in this Section 5.02. The Master Servicer will furnish, or cause to be furnished, upon the request of any Holder of Non-Registered Certificates, to a prospective purchaser of such Non-Registered Certificates who is a Qualified Institutional Buyer, such information relating to the Mortgage Loans that are in its possession and as is specified in paragraph (d)(4) of Rule 144A with respect to the Trust Fund, unless, at the time of such request, the entity with respect to which investment letter shall not such information is to be an expense provided is subject to the reporting requirements of Section 15(d) of the Trustee Exchange Act. None of the Depositor, the Trustee, the Master Servicer, the Special Servicer or the DepositorCertificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of any Non-Registered Certificate without registration or qualification. The Any Holder of a Class S or Class R Non-Registered Certificate desiring to effect such a transfer shall, and does hereby agree to, indemnify the Trustee Depositor, the Trustee, the Master Servicer, the Special Servicer and the Depositor Certificate Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Unless the Certificate Registrar determines otherwise in accordance with applicable law and the rules and procedures of, or applicable to, the Depository (the “Depository Rules”), transfers of a beneficial interest in a Book-Entry Certificate representing an interest in a Non-Registered Certificate that is not rated in one of the top four categories by a nationally recognized statistical rating organization to (i) an Institutional Accredited Investor will require delivery in the form of a Definitive Certificate and the Certificate Registrar shall register such transfer only upon compliance with the foregoing provisions of this Section 5.02(b) or (ii) a Qualified Institutional Buyer may only be effectuated by means of an “SRO Rule 144A System” approved for such purpose by the Commission. (2c) Except With respect to the Non-Registered Certificates: no sale, transfer, pledge or other disposition by any Holder of any such Certificate shall be made unless the Certificate Registrar shall have received either (i) a representation letter from the proposed purchaser or transferee of such Certificate substantially in the form of Exhibit E attached hereto, to the effect that such proposed purchaser or transferee is not (a) an employee benefit plan subject to the fiduciary responsibility provisions of ERISA or a plan subject to Section 4975 of the Code, or a governmental plan (as provided belowdefined in Section 3(32) of ERISA) or other plan subject to any federal, state or local law (“Similar Law”) that is, to a material extent, similar to the Bookforegoing provisions of ERISA or the Code (each a “Plan”) or (b) a person acting on behalf of or using the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-Entry 101, as modified by Section 3(42) of ERISA), other than (except with respect to the Residual Certificates) an insurance company using the assets of its general account under circumstances whereby the purchase and holding of such Certificates shall at all times remain registered by such insurance company would be exempt from the prohibited transaction provisions of ERISA and the Code under Prohibited Transaction Class Exemption 95-60 or (ii) except for the Residual Certificates (which may not be transferred to a Holder who does not make the representation described in clause (i)(a) or (i)(b)) of this Section 5.02(c), if such Certificate is presented for registration in the name of a purchaser or transferee that is any of the Depository foregoing, any Opinion of Counsel or its nominee other certification as the Certificate Registrar may reasonably require and at all times: in form and substance satisfactory to the Certificate Registrar and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee will not constitute or result in a non-exempt “prohibited transaction” within the meaning of ERISA, Section 4975 of the Code or any Similar Law, and will not subject the Trustee, the Certificate Registrar, the Master Servicer, the Special Servicer, the Underwriters, the Initial Purchasers or the Depositor to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth in this Agreement. The Certificate Registrar shall not register the sale, transfer, pledge or other disposition of any such Certificate unless the Certificate Registrar has received either the representation letter described in clause (i) registration of the Book-Entry Certificates may not be transferred by the Trustee except to another Depository; (iithis Section 5.02(c) the Depository shall maintain book-entry records or, with respect to the Certificate Owners and with respect to ownership and transfers Non-Registered Certificates, the Opinions of such Book-Entry Certificates; Counsel or other certification described in clause (iiiii) ownership and transfers of registration this Section 5.02(c). The costs of any of the Book-Entry Certificates on the books foregoing representation letters, certifications or Opinions of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representatives Counsel shall not be deemed to be inconsistent if they are made with borne by any of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Underwriters, the Initial Purchasers, the Certificate Registrar or the Trust Fund. With respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates only, to the extent the purchase or holding of a Certificate described in this Section 5.02(c) would be restricted by ERISA, the Code or Similar Law, each Certificate Owner of such Certificate shall be deemed to represent that it is not a Person specified in clause (i)(a) or (i)(b) of this Section 5.02(c) and therefore shall not be required pursuant to this Section 5.02(c) to deliver to the Certificate Registrar the representation letter in the form of Exhibit E attached hereto described in clause (i) of this Section 5.02(c), or the Opinion of Counsel or other certification described in clause (ii) of this Section 5.02(c). Any transfer, sale, pledge or other disposition of any such Certificates that would constitute or result in a prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law, or would otherwise violate the provisions of this Section 5.02(c) shall be deemed absolutely null and void ab initio, to the extent permitted under applicable law. Any transfer, sale, pledge or other disposition of any such Certificates that would constitute or result in a prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law, or would otherwise violate the provisions of this Section 5.02(c) shall be deemed absolutely null and void ab initio, to the extent permitted under applicable law. So long as any of the Class of Certificates remains outstanding, the Master Servicer will make available, or cause to be made available, upon request, to any Holder and any Person to whom any such Certificate of any such Class of Certificates may be offered or sold, transferred, pledged or otherwise disposed of by such Holder, information with respect to the Master Servicer, the Special Servicer or the Mortgage Loans reasonably necessary to the provision of an Opinion of Counsel described in accordance with the procedures established by the Depository Participant or brokerage firmthis Section 5.02(c).

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Trustee Certificate Registrar shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. Wells Fargo Bank,. N.A., located at Wells Fargo Center, Sixth Street and Xxxxuette Avenue, Minneapolis, Minnxxxxx 55479, Attentixx: Xxxxxxxxx Xxxxx Xxxxxxxx - X.X. Xxxxxx 0000-XXX00, xx xxxxxy initially appointed Certificate Registxxx xxx xxx purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee shall also designate and cause to be kept in the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve as Certificate Registrar for the purpose of registering Certificates as herein provided. The Trustee may appoint, by a written instrument delivered to the Depositor, the Trustee, the Co-Trustee, the Special Servicer and the Master ServicerServicers, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe. If , provided that the Trustee predecessor Certificate Registrar shall at any time not be the Certificate Registrarrelieved of any of its duties or responsibilities hereunder by reason of such appointment. The Depositor, the Trustee Trustee, the Master Servicers and the Special Servicer shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Master Servicers, the Trustee, the Co-Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at its office maintained at Wells Fargo Bank, N.A., Wells Fargo Center, Sixth Street and Marquette Axxxxx, Minneapolis, Minnxxxxx 55479, Attentixx: Xxxxxxxxx Xxxxx Xxxxxxxx - X.X. Xxxxxx 0000-XXX00 (xxx "Xxxistrar Office") together with an assignmxxx xxx xxxnsfer (executed by the Holder or his duly authorized attorney). Subject to the requirements of Sections 5.02(b), (c) and (d), the Certificate Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures. (1b) No transfer of a Class S or Class R any Non-Registered Certificate shall be made unless such that transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amendedAct, and any effective registration or qualification under applicable state securities laws laws, or is made in accordance with said Act and lawsa transaction which does not require such registration or qualification. In If a transfer (other than one by the event of any such transferDepositor to an Affiliate thereof or by the Initial Purchasers to JER Investors Trust, (iInc.) unless such transfer is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: (i) Rule 144A under Book-Entry Certificate to Regulation S Book-Entry Certificate During the 1933 ActRestricted Period. If, during the Trustee or Restricted Period, a Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the Depositor may require form of a written Opinion of Counsel (which may be inbeneficial interest in a Regulation S Book-house counsel) acceptable Entry Certificate, such Certificate Owner may, in addition to complying with all applicable rules and in form and substance reasonably satisfactory to the Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense procedures of the Trustee Depository and Clearstream or Euroclear applicable to transfers by their respective participants (the Depositor and (ii) the Trustee shall require the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit I "Applicable Procedures"), transfer or Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee or the Depositor. The Holder of a Class S or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if cause the transfer is not so exempt or is not made of such beneficial interest for an equivalent beneficial interest in the Regulation S Book-Entry Certificate only upon compliance with the provisions of this Section 5.02(b)(i). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with such federal and state laws. the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) Except a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and the Euroclear or Clearstream account, as provided belowthe case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit K hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar, as custodian of the Book-Entry Certificates shall at all times remain registered reduce the Denomination of the Rule 144A Book-Entry Certificate by the Denomination of the beneficial interest in the name Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer. (ii) Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate After the Restricted Period. If, after the Restricted Period, a Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in a Regulation S Book-Entry Certificate only upon compliance with the provisions of this Section 5.02(b)(ii). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or its nominee Clearstream account, as the case may be) to be credited with, and at all times: the account of the Depository Participant to be debited for, such beneficial interest, and (i3) registration a certificate in the form of Exhibit N hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar as custodian of the Book-Entry Certificates may not be transferred shall reduce the Denomination of the Rule 144A Book-Entry Certificate by the Trustee except aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer. (iii) Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If the Certificate Owner of an interest in a Regulation S Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Regulation S Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate only upon compliance with the provisions of this Section 5.2(b)(iii). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another Depository; specified Depository Participant's account a beneficial interest in the Rule 144A Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant to be credited with, and the account of the Depository Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to a transfer of a beneficial interest in the Regulation S Book-Entry Certificate for a beneficial interest in the related Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate in the form of Exhibit O hereto given by the Certificate Owner, or (ii) after the Depository shall maintain book-entry records with respect Restricted Period, an Investment Representation Letter in the form of Exhibit C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer (an "Investment Representation Letter"), the Certificate Owners and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration Registrar, as custodian of the Book-Entry Certificates on Certificates, shall reduce the books Denomination of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Regulation S Book-Entry Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by Denomination of the Depository Participants with respect to indirect participating firms and persons shown on beneficial interest in the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Regulation S Book-Entry Certificates Certificate to be transferred, and, concurrently with such reduction, increase the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be made in accordance with the procedures established by the a Depository Participant acting for or brokerage firmon behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Rule 144A Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Regulation S Book-Entry Certificate was reduced upon such transfer.

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar (located as of the Closing Date at Xxxxx Fargo Center, Sixth and Marquette, MAC #N9303-121, Minneapolis, Minnesota 55479-0113) may prescribe, the Trustee Certificate Registrar shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate is hereby initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee may appoint, by a written instrument delivered to the Depositor, the Master Servicer, the Special Servicer and the REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall at any time not be the immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Trustee Master Servicer, the Special Servicer and the REMIC Administrator shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Upon request, the Trustee shall promptly inform, or cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. If Certificateholders representing more than 25% of any Class of Certificates (hereinafter referred to as "applicants") apply in writing to the Trustee, and such application states that the applicants desire to communicate with other Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such applicants propose to transmit, then the Trustee shall, within five (5) Business Days after the receipt of such application, afford such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate Registrar and such a list is as of a date more than ninety (90) days prior to the date of receipt of such applicants' request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived. (1b) No transfer of a Class S or Class R any Non-Registered Certificate shall be made unless such that transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amendedAct, and any effective registration or qualification under applicable state securities laws laws, or is made in accordance with said Act and lawsa transaction which does not require such registration or qualification. In If a transfer (other than one by the event of any such transfer, (iDepositor to an Affiliate thereof) unless such transfer is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: (i) the Certificate Registrar shall require that the transferee deliver to the Certificate Registrar an investment representation letter (the "Investment Representation Letter") substantially in the form of Exhibit B attached hereto, which Investment Representation Letter shall certify, among other things, that the transferee is an institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (an "Institutional Accredited Investor") or a "qualified institutional buyer" as defined in Rule 144A under the 1933 ActSecurities Act (a "Qualified Institutional Buyer"), and the Trustee or Certificate Registrar may also require that the Depositor may require a written transferee deliver to the Certificate Registrar an Opinion of Counsel if such transferee is not a Qualified Institutional Buyer or (which may ii) if the certifications described in the preceding clause (i) cannot be in-house counselprovided, (a) acceptable to and in form and substance the Certificate Registrar shall require an Opinion of Counsel reasonably satisfactory to the Trustee Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act registration or qualification under the Securities Act, applicable state securities laws and laws or is being made pursuant to said Act and other relevant laws, which Opinion of Counsel shall not be an expense of the Trustee Trust Fund, the Certificate Registrar, the Depositor or the Depositor Trustee and (iib) the Trustee Certificate Registrar shall require the transferee transferor to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and a certification in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee Certificate Registrar setting forth the facts surrounding such transfer; provided, which investment letter shall not be an expense of the Trustee or the Depositor. The Holder however, that a transfer of a Non-Registered Certificate of any such Class S or Class R Certificate desiring may be made to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result a trust if the transfer is not so exempt or is not made in accordance with such federal and state laws. (2) Except as provided below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of the Book-Entry Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect transferor provides to the Certificate Owners Registrar and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with a certification that interests in such trust may only be transferred subject to requirements substantially to the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under effect set forth in this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firmSection 5.

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Trustee Certificate Registrar (located as of the Closing Date at [address], shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate is hereby initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the Special Servicer and the Master Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall at any time not be immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee (if it is no longer the Certificate Registrar), the Trustee Master Servicer and the Special Servicer shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Upon written request of any Certificateholder made for purposes of communicating with other Certificateholders with respect to their rights under this Agreement, the Certificate Registrar shall promptly furnish such Certificateholder with a list of the other Certificateholders of record identified in the Certificate Register at the time of the request. (1b) No transfer of a Class S or Class R any Non-Registered Certificate shall be made unless such that transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amendedAct, and any 156 effective registration or qualification under applicable state securities laws laws, or is made in accordance a transaction that does not require such registration or qualification. If such a transfer is to be made without registration under the Securities Act (other than in connection with said Act the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective Affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives (and laws. In the event of any such transferupon receipt, may conclusively rely upon) either: (i) unless a certificate from the Certificateholder desiring to effect such transfer is made substantially in reliance upon Rule 144A under the 1933 Actform attached as Exhibit G-1 hereto, and a certificate from such Certificateholder's prospective transferee substantially in the Trustee form attached as either Exhibit G-2 hereto or the Depositor may require a written as Exhibit G-3 hereto; or (ii) an Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee and Certificate Registrar to the Depositor effect that such transfer may be made pursuant to an exemption, describing without registration under the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Act and laws, (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Depositor and (iiCertificate Registrar in their respective capacities as such), together with the written certification(s) the Trustee shall require the transferee as to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfertransfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder's prospective transferee on which such Opinion of Counsel is based. None of the Depositor, which investment letter shall not be an expense of the Trustee or the DepositorCertificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of any Non-Registered Certificate without registration or qualification. The Any Holder of a Class S or Class R Non-Registered Certificate desiring to effect such a transfer shall, and does hereby agree upon acquisition of such a Certificate shall be deemed to have agreed to, indemnify the Trustee Trustee, the Certificate Registrar and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. In connection with transfer of the Non-Registered Certificates, the Depositor shall furnish upon request of a Certificateholder or Certificate Owner to such Holder or Certificate Owner and any prospective purchaser designated by such Certificateholder or Certificate Owner the information required to be delivered under paragraph (d)(4) of Rule 144A of the Securities Act. Notwithstanding the foregoing, for so long as any Non-Registered Certificate is a Book-Entry Certificate, (a) each prospective transferor of such Certificate shall be deemed to have represented to the Trustee, the Depositor and the transferee of such Certificate the information set forth on Exhibit G-1 upon or prior to such transfer and (b) each prospective transferee of such Certificate shall be deemed to have represented to the Trustee, the Depositor and the transferor of such Certificate the information set forth on Exhibit G-2 or Exhibit G-3 upon or prior to such transfer. (c) No transfer of a Certificate or any interest therein shall be made to any "employee benefit plan" subject to Title I of ERISA, any "plan" described by Section 4975(e)(1) of the Code or any other retirement plan or other employee benefit plan or arrangement subject to applicable federal, state or local law ("Similar Law") materially similar to the foregoing provisions of ERISA or the Code, or any entity deemed to hold plan assets of the foregoing by reason of such a plan's investment in such entity (each, a "Plan") unless (A) in the case of a Certificate other than a Residual Certificate, a Class Z-I Certificate or a Class Z-II Certificate, the transferee is an insurance company general account and (1) it is eligible for, and satisfies all the requirements of, exemptive relief under Sections I and III of Department of Labor Prohibited 157 Transaction Class Exemption 95-60 ("PTCE 95-60"), including the requirement that there is no "plan" (as defined in PTCE 95-60) with respect to which the amount of such general account's reserves and liabilities for contracts held by or on behalf of such plan and all other plans maintained by the same employer (or any "affiliate" thereof as defined in PTCE 95-60) or by the same employee organization exceeds __% of the total of all reserves and liabilities of such general account (as determined under PTCE 95-60), and will continue to satisfy such requirements thereafter, (2) Except each Plan invested in such general account qualifies as provided belowan accredited investor as defined in Rule 501(a)(1) of Regulation D under the Securities Act and (3) it will obtain from each of its transferees that is an insurance company general account a written representation that such transferee satisfies the requirements described in the preceding clauses (1) and (2) and a written agreement of the type described in this clause (3), or (B) in the case of a Certificate other than an ERISA Restricted Certificate, a Residual Certificate, a Class Z-I Certificate or a Class Z-II Certificate, the transferee (1) qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D under the Securities Act and (2) satisfies all the requirements of the Exemptions as in effect at the time of such transfer. Each Person who acquires a Certificate in Definitive Certificate form shall be required to certify in writing in the form attached as Exhibit H hereto that it meets the foregoing conditions and that it will not transfer such Certificate in violation of the foregoing, and each Person who acquires a Certificate in Book-Entry Certificates Certificate form shall at all times remain registered be deemed to have represented that the foregoing conditions are satisfied and that it will not transfer such Certificate in the name violation of the Depository or its nominee and at all times: foregoing. (i) registration of the Book-Entry Certificates may not Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be transferred deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Trustee except under clause (ii)(A) below to another Depository; deliver payments to a Person other than such Person and to have irrevocably authorized the Certificate Registrar under clause (iiii)(B) below to negotiate the Depository shall maintain book-entry records terms of any mandatory disposition and to execute all instruments of Transfer and to do all other things necessary in connection with respect any such sale. The rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions: (1) Each Person holding or acquiring any Ownership Interest in a Residual Certificate Owners and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by a Permitted Transferee and shall promptly notify the Depository; (iv) the Depository may collect its usual and customary feesMaster Servicer, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners Registrar of the Book-Entry Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected any change or impending change in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms status as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firma Permitted Transferee.

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar (located as of the Closing Date at 000 Xxxxx XxXxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 60674) may prescribe, the Trustee Certificate Registrar shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate is hereby initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee may appoint, by a written instrument delivered to the Depositor, the Master Servicer, the Special Servicer and the REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall at any time not be the immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Trustee Master Servicer, the Special Servicer and the REMIC Administrator shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Upon request, the Trustee shall promptly inform, or cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. If three or more Certificateholders (hereinafter referred to as "applicants") apply in writing to the Trustee, and such application states that the applicants desire to communicate with other Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, afford such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate Registrar and such a list is as of a date more than 90 days prior to the date of receipt of such applicants' request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived. (1b) No transfer of a Class S or Class R any Non-Registered Certificate shall be made unless such that transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amendedAct, and any effective registration or qualification under applicable state securities laws laws, or is made in accordance with said Act and lawsa transaction which does not require such registration or qualification. In If a transfer (other than one by the event of any such transfer, (iDepositor to an Affiliate thereof) unless such transfer is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: (i) the Certificate Registrar shall require that the transferee deliver to the Certificate Registrar an investment representation letter (the "Investment Representation Letter") substantially in the form of Exhibit B attached hereto, which Investment Representation Letter shall certify, among other things, that the transferee is an institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (an "Institutional Accredited Investor") or a "qualified institutional buyer" as defined in Rule 144A under the 1933 ActSecurities Act (a "Qualified Institutional Buyer"), and the Trustee or Certificate Registrar may also require that the Depositor may require a written transferee deliver to the Certificate Registrar an Opinion of Counsel if such transferee is not a Qualified Institutional Buyer or (which may ii) if the certifications described in the preceding clause (i) cannot be in-house counselprovided, (a) acceptable to and in form and substance the Certificate Registrar shall require an Opinion of Counsel reasonably satisfactory to the Trustee Certificate Registrar and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act registration or qualification under the Securities Act, applicable state securities laws and laws or is being made pursuant to said Act and other relevant laws, which Opinion of Counsel shall not be an expense of the Trustee Trust Fund, the Certificate Registrar, the Depositor or the Depositor Trustee and (iib) the Trustee Certificate Registrar shall require the transferee transferor to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and a certification in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee Certificate Registrar setting forth the facts surrounding such transfer; provided, which investment letter shall not be an expense of the Trustee or the Depositor. The Holder however, that a transfer of a Non-Registered Certificate of any such Class S or Class R Certificate desiring may be made to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result a trust if the transfer is not so exempt or is not made in accordance with such federal and state laws. (2) Except as provided below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of the Book-Entry Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect transferor provides to the Certificate Owners Registrar and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with a certification that interests in such trust may only be transferred subject to requirements substantially to the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under effect set forth in this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firmSection 5.

Registration of Transfer and Exchange of Certificates. (a) The Trustee (or such other party as is then the Transfer Agent and Registrar hereunder) shall keep or cause to be kept at an the office or agency to be maintained by a transfer agent and registrar (the "TRANSFER AGENT AND REGISTRAR"), in accordance with the city where the Corporate Trust Office is locatedprovisions of SECTION 8.14, a Certificate Register for each Class of Certificates register (the "CERTIFICATE REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Trustee Transfer Agent and Registrar shall provide for the registration of the Investor Certificates of such Class each Series (unless otherwise provided in the related Supplement) and of transfers and exchanges of such the Investor Certificates as herein provided. The Trustee shall also designate is hereby initially appointed Transfer Agent and cause to be kept in Registrar for the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of registering the Investor Certificates and transfers and exchanges as herein provided. The Trustee shall initially serve as Certificate Registrar for of the purpose of registering Investor Certificates as herein provided. The Trustee may appoint, by a written instrument delivered to In the Master Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer may prescribe. If event that the Trustee shall at any time not cease to be the Certificate Transfer Agent and Registrar, the Trustee shall have appoint a successor Transfer Agent and maintain Registrar reasonably acceptable to the right Sellers' Representative and the Servicer. In the event that a party other than the Trustee is appointed as Transfer Agent and Registrar, the Trustee may revoke such appointment and remove such party if the Trustee determines after consultation with the Servicer that such party has failed to inspect perform its obligations under this Master Trust Agreement in any material respect. The Trustee shall be permitted to resign as Transfer Agent and Registrar upon 30 days written notice to the Seller and the Servicer; PROVIDED, HOWEVER, that such resignation shall not be effective and the Trustee shall continue to perform its duties as Transfer Agent and Registrar until the Trustee has appointed a successor Transfer Agent and Registrar in accordance with this SECTION 5.3.(a). 57 Upon surrender for registration of transfer of any Investor Certificate Register at any office or agency of the Transfer Agent and Registrar, the Trustee shall execute, subject to obtain a copy thereof at all reasonable timesthe provisions of SECTIONS 5.3(d), to afford Certificateholders access thereto for the purposes specified in Section 10.08(e) and (f) below, and shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Investor Certificates in authorized denominations aggregating an amount equal to rely conclusively upon a certificate the portion of the Certificate Registrar as Balance represented by the Investor Certificates so surrendered. Every Investor Certificate presented or surrendered for registration of transfer shall be accompanied by (x) a written instrument of transfer in a form satisfactory to the information set forth Trustee and the Transfer Agent and Registrar duly executed by the Certificateholder thereof or its attorney-in- fact duly authorized in the Certificate Register.writing, (y) any additional instructions or certifications required under SECTIONS 5.3(e) and (f) below, and (z) a certification as follows: (1i) No transfer if such Certificate is being acquired for the account of such Holder, without transfer, a Class S certification to such effect from such Holder in substantially the form of EXHIBIT F-1 hereto; (ii) if such Certificate is being transferred to a qualified institutional buyer (as defined in Rule 144A) in accordance with Rule 144A, a certification to such effect from such Holder in substantially the form of EXHIBIT F-1 or Class R EXHIBIT F-3 hereto, as applicable; (iii) if such Certificate shall be made unless is being transferred in reliance on Regulation S, a certification to that effect from such transfer Holder in substantially the form of EXHIBIT F-2 hereto; (iv) if such Certificate is exempt being transferred in reliance on another exemption from the registration requirements of the Securities Act Act, a certification to that effect from such Holder in substantially the form of 1933, as amended, EXHIBIT F-1 hereto and any applicable state securities laws or is made in accordance with said Act and laws. In an Opinion of Counsel to such Holder to the event of any such transfer, (i) unless effect that such transfer is in compliance with the Securities Act in substantially the form of EXHIBIT G hereto; or (v) such other certifications or procedures as may be specified in the applicable Supplement. At the option of a Bearer Certificateholder, subject to applicable laws and regulations, Bearer Certificates may be exchanged for other Bearer Certificates or Registered Certificates of the same Series in authorized denominations aggregating an amount equal to the portion of the Certificate Balance represented by the Certificates so exchanged, in the manner specified in the Supplement for such Series upon surrender of the Bearer Certificates to be exchanged at an office or agency of the Transfer Agent and Registrar located outside the United States, as specified in the related Supplement. Each Bearer Certificate surrendered pursuant to this SECTION 5.3 shall have attached thereto (or be accompanied by) all unmatured Coupons, PROVIDED that any Bearer Certificate to be exchanged for a Registered Certificate so surrendered after the close of business on the Record Date preceding the relevant Distribution Date need not have attached the Coupons related to such Distribution Date. 58 The preceding provisions of this SECTION 5.3 notwithstanding, the Transfer Agent and Registrar shall not be required to register the transfer or exchange of any Investor Certificate of any Series for a period of fifteen (15) days preceding the due date for any payment with respect to the Investor Certificates of such Series. Unless otherwise provided in the related Supplement, no service charge shall be made for any registration of transfer or exchange of Investor Certificates, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in reliance connection with any transfer or exchange of Investor Certificates. All Investor Certificates (together with any Coupons attached to Bearer Certificates) surrendered for registration of transfer or exchange shall be canceled by the Transfer Agent and Registrar and disposed of in the Trustee's normal and customary manner. The Trustee shall cancel and dispose of the Global Certificate upon Rule 144A under its exchange in full for Definitive Certificates and shall deliver the 1933 Act, cancelled Global Certificate to the applicable Certificateholder and a certificate of cancellation to the Sellers' Representative. The Trustee shall execute Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to enable the Trustee or the Depositor Transfer Agent and Registrar to fulfill its responsibilities under this Master Trust Agreement and the Certificates. (b) None of the Sellers may require sell, transfer or pledge its interest in all or a written Opinion portion of Counsel the Sellers' Certificate to any Person, other than to TMM. (c) No Holder of a Subordinated Certificate may sell, transfer or pledge its interest in all of a portion of such Subordinated Certificate to any Person, other than to TMM. (d) Unless otherwise provided in the related Supplement, registration of transfer of Registered Certificates containing a legend relating to the restrictions on transfer of such Registered Certificates (which legend shall be as set forth in the Supplement relating to such Investor Certificates) shall be effected only if the conditions set forth in such related Supplement are satisfied. Whenever a Registered Certificate containing the legend set forth in the related Supplement is presented to the Transfer Agent and Registrar for registration of transfer, the Transfer Agent and Registrar shall promptly seek instructions from the Servicer regarding such transfer. The Transfer Agent and Registrar and the Trustee shall be entitled to receive written instructions signed by a Responsible Officer of the Servicer prior to registering any such transfer or authenticating new Registered Certificates, as the case may be in-house counsel) acceptable be. The Servicer hereby agrees to indemnify the Transfer Agent and in form Registrar and substance reasonably satisfactory to the Trustee and the Depositor that to hold each of them harmless against any loss, liability or expense incurred without gross negligence or bad faith on their part arising out of or in connection with actions taken or omitted by them in reliance on any such transfer may be made written instructions furnished pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion this SECTION 5.3(d). (e) If Investor Certificates of Counsel shall not be an expense of the Trustee or the Depositor and (ii) the Trustee shall require the transferee to execute an investment letter (a Series are issued in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to of U.S. Registered Certificates and in form Regulation S Certificates, and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee or the Depositor. The if a Holder of a Class U.S. Registered Certificate or a Certificate Owner holding a beneficial interest in a U.S. Registered Certificate wishes at any time to transfer its interest in such U.S. Registered Certificate to a Person who wishes to take delivery thereof in the form of an interest in a Regulation S Certificate, such Holder or Class R Certificate desiring Owner may, subject to effect such transfer shall, the rules and does hereby agree to, indemnify the Trustee procedures of The Depository Trust Company and the Depositor against any liability that may result if provisions of this SECTION 5.3(e), transfer or cause the transfer is not so exempt or is not made of such interest in accordance with such federal and state laws. (2) Except as provided below, the Book-Entry Certificates shall at all times remain registered U.S. Registered Certificate for an equivalent beneficial interest in the name Regulation S Certificate. Upon receipt by the Transfer Agent and Registrar of the Depository or its nominee and at all times: (i) registration of the Book-Entry Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made instructions given in accordance with the procedures established of The Depository Trust Company from an agent member directing the Transfer Agent and Registrar to credit or cause to be credited a beneficial interest in the Regulation S Certificate in an amount equal to the interest in the corresponding U.S. Registered Certificate to be transferred, (ii) a written order given in accordance with the procedures of The Depository Trust Company by the transferee of such interest in the U.S. Registered Certificate to be transferred containing information regarding the account to be credited with such increase and the name of such account, and (iii) such other certifications as are required pursuant to SECTION 5.3(a) above, the Transfer Agent and Registrar shall record in the Certificate Register a reduction of the Certificate Balance of such U.S. Registered Certificate by the aggregate principal amount of the interest in such U.S. Registered Certificate to be so transferred and an increase of the Certificate Balance of such Regulation S Certificate, and shall instruct The Depository Participant Trust Company or brokerage firmits nominee to make corresponding changes to its records in respect of such U.S. Registered Certificate and Regulation S Certificate. (f) If Investor Certificates of a Series are issued in the form of U.S. Registered Certificates and Regulation S Certificates, and if a Certificate Owner holding a beneficial interest in a Regulation S Certificate wishes at any time to transfer its interest in such Regulation S Certificate to a Person who wishes to take delivery thereof in the form of an interest in a U.S. Registered Certificate, such Certificate Owner may, subject to the rules and procedures of Euroclear or Clearstream and The Depository Trust Company, as applicable, and the provisions of this SECTION 5.3(f), transfer or cause the transfer of such interest in such Regulation S Certificate for an equivalent interest in a U.S. Registered Certificate. Upon receipt by the Transfer Agent and Registrar of (i) instructions given in accordance with the procedures of Euroclear or Clearstream and The Depository Trust Company, as applicable, directing the Transfer Agent and Registrar to credit or cause to be credited a beneficial interest in a U.S. Registered Certificate in an amount equal to the interest in the Regulation S Certificate to be transferred, (ii) a written order given in accordance with the procedures of The Depository Trust Company by the transferee of such interest in the Regulation S Certificate to be transferred containing information regarding the account to be debited with such decrease and the name of such account and (iii) such other certifications as are required pursuant to SECTION 5.3(a) above, the Transfer Agent and Registrar shall record in the Certificate Register a reduction of the Certificate Balance of such Regulation S Certificate by the aggregate principal amount of the interest in such Regulation S Certificate to be so transferred or an increase of the Certificate Balance of a U.S. Registered Certificate, as the case may be, in the amount of the interest in the corresponding Regulation S Certificate transferred, and shall instruct The Depository Trust Company or its nominee to make corresponding changes to its records in respect of such Regulation S Certificate and U.S. Registered Certificate, if applicable.

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Trustee Certificate Registrar shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate is hereby initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Master Servicer and the Special Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall at any time not be the immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Trustee Master Servicer and the Special Servicer, shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. (1i) No transfer of a Class S or Class R any Non-Registered Certificate shall be made unless such transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amendedAct, and any effective registration or qualification under applicable state securities laws laws, or is made in accordance a transaction that does not require such registration or qualification. If such a transfer is to be made without registration under the Securities Act, other than a transfer by the Depositor or an Affiliate thereof, then the Trustee shall require, in order to assure compliance with said Act such laws, receipt by it and laws. In the event of any such transfer, Depositor of: (iA) unless if such transfer is purportedly being made in reliance upon Rule 144A under the 1933 Securities Act, a certificate from the Trustee or Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit B-1 hereto and a certificate from such Certificateholder's prospective transferee substantially in the form attached as Exhibit B-2 hereto; and (B) in all other cases, (1) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit B-1 and a certificate from such Certificateholder's prospective transferee substantially in the form attached hereto as Exhibit B-3, and (2) unless the Depositor may require a written directs otherwise, an Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee and the Depositor to the effect that such transfer may 124 be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, without such registration (which Opinion of Counsel shall not be an expense of the Trustee Trust Fund or of the Depositor and (ii) Depositor, the Trustee shall require Master Servicer, the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transferSpecial Servicer, which investment letter shall not be an expense of the Trustee or the Certificate Registrar in their respective capacities as such). (ii) None of the Depositor, the Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of any Non-Registered Certificate without registration or qualification. The Any Holder of a Class S or Class R Non-Registered Certificate desiring to effect such a transfer shall, and does hereby agree to, indemnify the Depositor, the Trustee and the Depositor Certificate Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (i) No transfer of a Senior Certificate or any interest therein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Xxxxx plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, that is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with "plan assets" of a Plan, unless: (1) such Plan qualifies for the exemptive relief available under the terms of Prohibited Transaction Exemption 94-29 (granted to certain affiliates of the Depositor) or Prohibited Transaction Exemption 89-88, 90-83 or D-10433 granted to the underwriters of the Certificates and (2) Except as provided belowat the time of such transfer, the Book-Entry Senior Certificates shall at all times remain registered continue to be rated in the name one of the Depository or its nominee and top three rating categories by at all times: (i) registration of the Book-Entry Certificates may not be transferred by the Trustee except to another Depository; least one Rating Agency. (ii) No transfer of a Non-Registered Certificate shall be made (A) to any Plan or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with "plan assets" of a Plan, unless the Depository shall maintain book-entry records prospective transferee provides the Depositor, the Trustee and the Master Servicer with respect an opinion of counsel satisfactory to the Certificate Owners Depositor, the Trustee and with respect the Master Servicer that such transfer is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Trustee or the Master Servicer to ownership and transfers any obligation in addition to those undertaken herein. In lieu of such Bookopinion of counsel, the prospective transferee of a Non-Entry Certificates; (iii) ownership and transfers Registered Certificate that is not a Residual Certificate may provide a certification of registration facts substantially to the effect that the purchase of such Certificate by or on behalf of, or with "plan assets" of, any Plan is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under ERISA or Section 4975 of the BookCode, will not subject the Depositor, the Trustee or the Master Servicer to any obligation in addition to those undertaken herein, and the following conditions are met: (a) the source of funds used to purchase such Certificate is an "insurance company general account" (as such term is defined in United States Department of Labor Prohibited Transaction Class Exemption 95-Entry Certificates on 60 ("PTCE 95-60")) and (b) the books conditions set forth in Sections I and III of PTCE 95-60 have been satisfied as of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives date of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes acquisition of such representatives shall not Certificates and the condition set forth in Section I(a) of PTCE 95-60 will be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) satisfied throughout the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books prospective transferees' holding of such indirect participating firms as direct or indirect Certificate OwnersCertificates. All transfers by Certificate Owners Any purchaser of Book-Entry Certificates will be deemed to have represented by such purchase that either (a) such purchaser is not a Plan and is not purchasing such Certificates by or on behalf of, or with "plan 125 assets" of, any Plan or (b) the purchase of any such Certificate by or on behalf of, or with "plan assets" of, any Plan is permissible under applicable law, will not result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code, and will not subject the Depositor, the Trustee or the Master Servicer to any obligation in addition to those undertaken herein, and the following conditions are met: (a) the source of funds used to purchase such Certificate is an "insurance company general account" (as such term is defined in PTCE 95-60) and (b) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied as of the date of the acquisition of such Certificates and the condition set forth in Section I(a) of PTCE 95-60 will be satisfied throughout the prospective transferees' holding of such Certificates. The Trustee may require that any prospective transferee of a Subordinated Certificate that is held as a Definitive Certificate provide such certifications as the Trustee may deem desirable or necessary in order to establish that such transferee or the Person in whose name such registration is requested is not a Plan or a Person who is directly or indirectly purchasing such Certificate on behalf of, as named fiduciary of, as trustee of, or with "plan assets" of a Plan. The Trustee shall be made not have any responsibility to monitor or restrict the transfer of Ownership Interests in accordance with any Certificates that are in the procedures established by the Depository Participant or brokerage firmform of a Book-Entry Certificate.

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Trustee Certificate Registrar (located as of the Closing Date at the Corporate Trust Office), shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate is hereby initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the Special Servicer and the Master Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe; provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall at any time not be immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee (if it is no longer the Certificate Registrar), the Trustee Master Servicer and the Special Servicer shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Upon written request of any Certificateholder made for purposes of communicating with other Certificateholders with respect to their rights under this Agreement, the Certificate Registrar shall promptly furnish such Certificateholder with a list of the other Certificateholders of record identified in the Certificate Register at the time of the request. (1b) No transfer of a Class S or Class R any Non-Registered Certificate shall be made unless such that transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amendedAct, and any effective registration or qualification under applicable state securities laws laws, or is made in accordance a transaction that does not require such registration or qualification. If such a transfer is to be made without registration under the Securities Act (other than in connection with said Act the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective Affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives (and laws. In the event of any such transferupon receipt, may conclusively rely upon) either: (i) unless a certificate from the Certificateholder desiring to effect such transfer is made substantially in reliance upon Rule 144A under the 1933 Actform attached as Exhibit F-1 hereto, and a certificate from such Certificateholder’s prospective transferee substantially in the Trustee form attached as either Exhibit F-2 hereto or the Depositor may require a written as Exhibit F-3 hereto; or (ii) an Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee and Certificate Registrar to the Depositor effect that such transfer may be made pursuant to an exemption, describing without registration under the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Act and laws, (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Depositor and (iiCertificate Registrar in their respective capacities as such), together with the written certification(s) the Trustee shall require the transferee as to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfertransfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based. None of the Depositor, which investment letter shall not be an expense of the Trustee or the DepositorCertificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of any Non-Registered Certificate without registration or qualification. The Any Holder of a Class S or Class R Non-Registered Certificate desiring to effect such a transfer shall, and does hereby agree upon acquisition of such a Certificate shall be deemed to have agreed to, indemnify the Trustee Trustee, the Certificate Registrar and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. In connection with transfer of the Non-Registered Certificates, the Depositor shall furnish upon request of a Certificateholder or Certificate Owner to such Holder or Certificate Owner and any prospective purchaser designated by such Certificateholder or Certificate Owner the information required to be delivered under paragraph (d)(4) of Rule 144A of the Securities Act. Notwithstanding the foregoing, for so long as any Non-Registered Certificate is a Book-Entry Certificate, (a) each prospective transferor of such Certificate shall be deemed to have represented to the Trustee, the Depositor and the transferee of such Certificate the information set forth on Exhibit F-1 upon or prior to such transfer and (b) each prospective transferee of such Certificate shall be deemed to have represented to the Trustee, the Depositor and the transferor of such Certificate the information set forth on Exhibit F-2 or Exhibit F-3 upon or prior to such transfer. In addition, if such prospective transferee is an Institutional Accredited Investor (but not also a Qualified Institutional Buyer), such prospective transferee shall be deemed to have acknowledged that any beneficial interest in a Book-Entry Certificate that is transferred to it is required to be delivered in the form of a Definitive Certificate and shall cease to be an interest in such Book-Entry Certificate and, thereafter, shall be subject to all transfer restrictions and other procedures applicable to Certificates in definitive form. (c) No transfer of a Certificate or any interest therein shall be made to any “employee benefit plan” subject to Title I of ERISA, any “plan” subject to Section 4975 of the Code or any other retirement plan or other employee benefit plan or arrangement subject to applicable federal, state or local law (“Similar Law”) materially similar to the foregoing provisions of ERISA or the Code, or any entity deemed to hold plan assets of the foregoing by reason of such a plan’s investment in such entity (each, a “Plan”) unless (A) in the case of a Certificate other than a Residual Certificate or a Class Z Certificate, the transferee is an insurance company general account which is eligible for, and satisfies all the requirements of, exemptive relief under Sections I and III of Department of Labor Prohibited Transaction Class Exemption 95-60 (“PTE 95-60”) or (B) in the case of a Certificate other than an ERISA Restricted Certificate, a Residual Certificate or a Class Z Certificate, the transferee (1) qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D under the Securities Act and (2) satisfies all the requirements of the Exemptions as in effect at the time of such transfer. Each Person who acquires a Certificate in Definitive Certificate form shall be required to certify in writing in the form attached as Exhibit G hereto that it meets the foregoing conditions and that it will not transfer such Certificate in violation of the foregoing, and each Person who acquires a Certificate in Book-Entry Certificate form shall be deemed to have represented that the foregoing conditions are satisfied and that it will not transfer such Certificate in violation of the foregoing. (i) Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Paying Agent under clause (ii)(A) below to deliver payments to a Person other than such Person and to have irrevocably authorized the Certificate Registrar under clause (ii)(B) below to negotiate the terms of any mandatory disposition and to execute all instruments of Transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the Master Servicer, the Paying Agent and the Certificate Registrar of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Residual Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Residual Certificate until its receipt of an affidavit and agreement substantially in the form attached hereto as Exhibit H-1 (a “Transfer Affidavit and Agreement”), from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, and upon which the Certificate Registrar may, in the absence of actual knowledge by a Responsible Officer of either the Trustee or the Certificate Registrar to the contrary, conclusively rely, representing and warranting, among other things, that such Transferee is a Permitted Transferee; that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person that is not a Permitted Transferee; that for so long as it retains its Ownership Interest in a Residual Certificate, it will endeavor to remain a Permitted Transferee; that it has historically paid its debts as they have come due, intends to pay its debts as they come due in the future and intends to pay all taxes associated with the Residual Certificate as they come due; and that it has reviewed the provisions of this Section 5.02(d) and agrees to be bound by them. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Residual Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall agree (a) to require a Transfer Affidavit and Agreement from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Residual Certificate and (b) not to transfer its Ownership Interest in such Residual Certificate unless it provides to the Certificate Registrar a certificate substantially in the form attached hereto as Exhibit H-2 stating that, among other things, it has no actual knowledge that such prospective Transferee is not a Permitted Transferee. (E) Each Person holding or acquiring an Ownership Interest in a Residual Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Master Servicer and the Trustee written notice that it is a “pass-through interest holder” within the meaning of temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Residual Certificate, if it is, or is holding an Ownership Interest in a Residual Certificate on behalf of, a “pass-through interest holder.” (F) [Each investor in the Certificates will be deemed, by its investment in such Certificates, to represent that neither (a) the investor nor (b) any owner of a five percent or greater interest in the investor is an employer with employees covered by the [____________] Pension Trust. Any transfer in violation of this deemed representation will be void ab initio.] (1) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the provisions of this Section 5.02(d), then the last preceding Holder of such Residual Certificate that was in compliance with the provisions of this Section 5.02(d) shall be restored, to the extent permitted by law, to all rights as Holder thereof retroactive to the date of registration of such Transfer of such Residual Certificate. None of the Trustee, the Master Servicer or the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by this Section 5.02(d) or for making any payments due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement. (2) Except If any purported Transferee shall become a Holder of a Residual Certificate in violation of the restrictions in this Section 5.02(d), then, to the extent that the retroactive restoration of the rights of the preceding Holder of such Residual Certificate as provided belowdescribed in clause (ii)(A) above shall be invalid, illegal or unenforceable, the Book-Entry Certificates Certificate Registrar shall at all times remain registered have the right, without notice to the Holder or any prior Holder of such Residual Certificate, to cause the transfer of such Residual Certificate to a Permitted Transferee on such terms as the Certificate Registrar may choose. Such purported Transferee shall promptly endorse and deliver such Residual Certificate in accordance with the instructions of the Certificate Registrar. Such Permitted Transferee may be the Certificate Registrar itself or any Affiliate of the Certificate Registrar. Any proceeds of such sale, net of the commissions (which may include commissions payable to the Certificate Registrar or its Affiliates), expenses and taxes due, if any, will be remitted by the Paying Agent to such purported Transferee. The terms and conditions of any sale under this clause (ii)(B) shall be determined in the name sole discretion of the Depository or Certificate Registrar, and the Certificate Registrar shall not be liable to any Person having an Ownership Interest in a Residual Certificate as a result of its nominee exercise of such discretion. (iii) The Certificate Registrar shall make available to the Internal Revenue Service and at all times: (i) registration to those Persons specified by the REMIC Provisions any information available to it which is necessary to compute any tax imposed as a result of the Book-Entry Certificates may not be transferred by Transfer of an Ownership Interest in a Residual Certificate to any Person who is a Disqualified Organization or agent thereof, including the Trustee except to another Depository; (iiinformation described in Treasury Regulations Sections 1.860D-1(b)(5) the Depository shall maintain book-entry records and 1.860E-2(a)(5) with respect to the Certificate Owners and with respect to ownership and transfers “excess inclusions” of such Book-Entry Certificates; (iii) ownership Residual Certificate, and transfers the Master Servicer and the Special Servicer shall furnish to the Certificate Registrar all information in its possession necessary for the Certificate Registrar to discharge such obligation. The transferor of registration such Ownership Interest shall be responsible for the reasonable compensation of the Book-Entry Certificates on Certificate Registrar, the books of Master Servicer and the Depository shall be governed by applicable rules established by the Depository; Special Servicer for providing such information. (iv) The provisions of this Section 5.02(d) set forth prior to this clause (iv) may be modified, added to or eliminated; provided that there shall have been delivered to the Depository may collect Certificate Registrar and the Master Servicer the following: (A) written confirmation from each Rating Agency to the effect that the modification of, addition to or elimination of such provisions will not cause such Rating Agency to qualify, downgrade or withdraw its usual then-current rating of any Class of Certificates; and (B) an Opinion of Counsel, in form and customary feessubstance satisfactory to the Certificate Registrar and the Master Servicer, charges and expenses from its Depository Participants; (v) obtained at the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives expense of the Certificate Owners party seeking such modification of, addition to or elimination of such provisions (but in no event at the expense of the BookTrust Fund), to the effect that doing so will not cause either of REMIC I or REMIC II to (x) cease to qualify as a REMIC or (y) be subject to an entity-Entry Certificates for purposes level tax caused by the Transfer of exercising any Residual Certificate to a Person which is not a Permitted Transferee, or cause a Person other than the rights of Holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed prospective Transferee to be inconsistent if they are made with respect subject to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished a REMIC-related tax caused by the Depository with respect Transfer of a Residual Certificate to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firma Person that is not a Permitted Transferee.

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall keep or cause to be kept at an office one of the offices or agency agencies to be appointed by the Trustee in accordance with the city where the Corporate Trust Office is located, provisions of Section 8.12 a Certificate Register for each Class of the Certificates in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate and cause to be kept in the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall will initially serve as Certificate Registrar for the purpose of registering registering, transferring and exchanging Certificates as herein provided. The Trustee Certificate Registrar may appoint, by a written instrument delivered to the Master ServicerServicer and the Depositor, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Trustee shall at any time not be the Certificate Registrar, the Trustee shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. (1b) No transfer of a any Class S B-4, Class B-5 or Class R B-6 Certificate or interest therein shall be made unless such that transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amendedamended (the "Securities Act"), and any effective registration or qualification under applicable state securities laws laws, or is made in accordance with said Act and lawsa transaction that does not require such registration or qualification. In the event If a transfer of any Definitive Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or a transfer thereof by the Depositor or one of its Affiliates), then the Certificate Registrar shall refuse to register such transfertransfer unless it receives (and upon receipt, may conclusively rely upon) either: (i) unless a certificate from such transfer is made Certificateholder substantially in reliance upon Rule 144A under the 1933 Act, form attached as Exhibit F-1 hereto or such other certification reasonably acceptable to the Trustee and a certificate from such Certificateholder's prospective transferee substantially in the form attached as Exhibit F-2A or Exhibit F-2B hereto or such other certification reasonably acceptable to the Depositor may require a written Trustee; or (ii) an Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee and to the Depositor effect that such transfer may be made pursuant to an exemption, describing without registration under the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Act and laws, (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Trustee or the Depositor and (iiCertificate Registrar in their respective capacities as such), together with the written certification(s) the Trustee shall require the transferee as to execute an investment letter (in substantially the form attached hereto as Exhibit I or Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfertransfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder's prospective transferee on which such Opinion of Counsel is based. None of the Depositor, which investment letter shall not be an expense of the Trustee or the DepositorCertificate Registrar is obligated to register or qualify any Class of Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of any Certificate or interest therein without registration or qualification. The Holder of a Class S Any Certificateholder or Class R Certificate Owner desiring to effect such a transfer shall, and does hereby agree to, indemnify the Depositor, the Trustee and the Depositor Certificate Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (2c) Except as provided belowIn the case of any Class A-1, the Book-Entry Certificates shall at all times remain registered in the name Class A-2, Class B-1, Class B-2 or Class B-3 Certificate, any Person acting, directly or indirectly, on behalf of any Plan subject to ERISA or Section 4975 of the Depository Code (or its nominee and comparable provisions of any subsequent enactments) or any Person acquiring such Certificates with "Plan Assets" of a Plan within the meaning of the Department of Labor regulation promulgated at all times29 C.F.R. ss. 2510.3-101 shall be deemed to have represented one of the following: (i) registration the purchase of such Certificates is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Book-Entry Certificates may Code and will not be transferred by subject the Depositor, the Master Servicer, the Trustee except or the Trust Fund to another Depositoryany obligation in addition to those undertaken in the Agreement; (ii) the Depository shall maintain bookpurchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a non-entry records exempt prohibited transaction under ERISA or Section 4975 of the Code, will not subject the Depositor, the Trustee, the Master Servicer or the Trust Fund to any obligation in addition to those undertaken in the Agreement and the following conditions are met: (a) the source of funds used to purchase such Certificates is an "insurance company general account" (as such term is defined in Prohibited Transaction Class Exemption ("PTCE") 95-60), (b) the conditions set forth in PTCE 95-60 have been satisfied and will continue to be satisfied and (c) there is no Plan with respect to which the Certificate Owners and with respect to ownership and transfers amount of such Bookgeneral account's reserves and liabilities for contracts held by or on behalf of such Plan and all other Plans maintained by the same employer (or any "affiliate" thereof, as defined in PTCE 95-Entry 60) or by the same employee organization exceed 10% of the total of all reserves and liabilities of such general account (as determined under PTCE 95-60) as of the date of the acquisition of such Certificates; (iii) ownership and transfers the purchase of registration such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the BookCode, will not subject the Depositor, the Trustee, the Master Servicer or the Trust Fund to any obligation in addition to those undertaken in the Agreement and the following conditions are met: (a) the purchaser is an "investment fund" described in PTCE 84-Entry 14, (b) the conditions set forth in PTCE 84-14 have been satisfied and will continue to be satisfied and (c) the purchase and holding of Certificates by or on the books behalf of the Depository shall be governed by applicable rules established by the Depositorypurchaser are exempt under PTCE 84-14; or (iv) the Depository may collect its usual purchase of such Certificates by or on behalf of such Plan is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code, will not subject the Depositor, the Trustee, the Master Servicer or the Trust Fund to any obligation in addition to those undertaken in the Agreement and customary fees, charges and expenses from its Depository Participants; the following conditions are met: (va) the Trustee shall deal with investment is being made by an insurance company, insurance service or insurance organization (an "Insurer") qualified to do business in the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Ownersapplicable state; and (vib) the Trustee may rely and shall be fully protected in relying upon information furnished by Insurer has issued to the Depository with respect Plan a "guaranteed benefit policy" within the meaning of Section 401(b)(2) of ERISA such that the assets of the Plan are deemed to its Depository Participants and furnished by the Depository Participants with respect include such policy but are not deemed to indirect participating firms and persons shown on the books include any assets of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners Insurer pursuant to Section 401(b)(2) of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firmERISA.

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Trustee Certificate Registrar (located as of the Closing Date at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Global Securities and Trust Services--Citigroup Commercial Mortgage Trust, Series 2006-C5) shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate Certificate Administrator is hereby initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Certificate Administrator, the Trustee, the Special Servicer and the Master Servicer220 Servicers, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe; provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Trustee Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall at any time not be immediately succeed to its duties as Certificate Registrar. The Depositor, the Certificate Administrator (if it is no longer the Certificate Registrar), the Trustee Trustee, each Master Servicer and the Special Servicer shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Upon written request of any Certificateholder made for purposes of communicating with other Certificateholders with respect to their rights under this Agreement, together with a written copy of the communication to be sent to those other Certificateholders, the Certificate Registrar shall promptly furnish such requesting Certificateholder with a list of the other Certificateholders of record identified in the Certificate Register at the time of the request. (1b) No transfer of a Class S any Non-Registered Certificate or Class R Certificate any interest therein shall be made unless such that transfer is exempt from the made pursuant to an effective registration requirements of statement under the Securities Act of 1933, as amendedAct, and any effective registration or qualification under applicable state securities laws laws, or is made in accordance with said Act and lawsa transaction that does not require such registration or qualification. In the event If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial Transfer thereof by the Depositor, the Initial Purchasers or their respective Affiliates or, as contemplated by Section 5.03, any Transfer of a Global Certificate to a successor Depository), then the Certificate Registrar shall refuse to register such transferTransfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) unless a certificate from the Certificateholder desiring to effect such transfer is made Transfer substantially in reliance upon Rule 144A under the 1933 Actform attached as Exhibit G-1 hereto, and a certificate from such Certificateholder's prospective Transferee substantially in the Trustee form attached as either Exhibit G-2 hereto or (except in the Depositor may require a written case of the Class R Certificates) as Exhibit G-3 hereto; or (ii) an Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee Certificate Registrar to the effect that the prospective Transferee is a Qualified Institutional Buyer or (except in the case of a Class R Certificate) an Institutional Accredited Investor and the Depositor that such transfer Transfer may be made pursuant to an exemption, describing without registration under the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Act and laws, (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, either Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Depositor and Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder's prospective Transferee on which such Opinion of Counsel is based. No beneficial interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates may be held by any Person that is not a Qualified Institutional Buyer. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (iiother than in connection with the initial issuance of the Book-Entry Non-Registered Certificate or a Transfer of any interest therein by the Depositor, Citigroup Global Markets Inc. or any of their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) the Trustee shall require the transferee to execute an investment letter (a certificate from such Certificate Owner's prospective Transferee substantially in substantially the form attached hereto as Exhibit I G-4, or Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee or the Depositor. The Holder of a Class S or Class R Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (2) Except as provided below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of the Book-Entry Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect an Opinion of Counsel to the Certificate Owners effect that the prospective Transferee is a Qualified Institutional Buyer and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository Transfer may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with without registration under the procedures established by the Depository Participant or brokerage firmSecurities 221

Registration of Transfer and Exchange of Certificates. (a) The Trustee At all times during the term of this Agreement, there shall keep or cause to be kept maintained at an the office or agency in of the city where the Corporate Trust Office is located, Certificate Registrar a Certificate Register for each Class of Certificates in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Trustee Certificate Registrar (located as of the Closing Date at the Corporate Trust Office of the Trustee) shall provide for the registration of Certificates of such Class and of transfers and exchanges of such Certificates as herein provided. The Trustee shall also designate is hereby initially appointed (and cause hereby agrees to be kept act in accordance with the City of New York an office at and through which Certificates may be delivered to and 84 90 received from the Trustee for purposes of transfers and exchanges as herein provided. The Trustee shall initially serve terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Master ServicerServicers, the Special Servicer and (if the Trustee is not the Certificate Registrar) the Trustee, any other bank or trust company to act as Certificate Registrar under such conditions as the Master Servicer predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall at any time not be immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee (if it is no longer the Certificate Registrar), the Trustee Master Servicers and the Special Servicer shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, to afford Certificateholders access thereto for the purposes specified in Section 10.08, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Upon written request of any Certificateholder made for purposes of communicating with other Certificateholders with respect to their rights under this Agreement, the Certificate Registrar shall promptly furnish such Certificateholder with a list of the other Certificateholders of record identified in the Certificate Register at the time of the request. (1b) No transfer Transfer of a Class S any Non-Registered Certificate or Class R Certificate interest therein shall be made unless such transfer that Transfer is exempt from the registration and/or qualification requirements of the Securities Act of 1933, as amended, and any applicable state securities laws laws, or is otherwise made in accordance with said the Securities Act and such state securities laws. In the event If a Transfer of any Definitive Non-Registered Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Non-Registered Certificates or a Transfer of such transferCertificate by the Depositor, Merrill Lynch, Pierce, Xxxxxx & Smith Incorpoxxxxx or xxx xf their respective Affiliates or, in the case of a Global Certificate for any Class of Book-Entry Non-Registered Certificates, a Transfer thereof to a successor Depository or to the applicable Certificate Owner(s) in accordance with Section 5.03), then the Certificate Registrar shall refuse to register such Transfer unless it receives (and, upon receipt, may conclusively rely upon) either: (i) unless a certificate from the Certificateholder desiring to effect such transfer is made Transfer substantially in reliance upon Rule 144A under the 1933 Actform attached hereto as Exhibit E-1 and a certificate from such Certificateholder's prospective Transferee substantially in the form attached hereto either as Exhibit E-2A or, except in the Trustee case of the Class Y, Class Z, Class R-I or the Depositor may require a written Class R-II Certificates, as Exhibit E-2B; or (ii) an Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee to the effect that the prospective Transferee is a Qualified Institutional Buyer or, except in the case of the Class Y, Class Z, Class R-I or Class R-II Certificates, an Institutional Accredited Investor, and the Depositor that such transfer Transfer may be made pursuant to an exemption, describing without registration under the applicable exemption and the basis therefor, from said Securities Act and laws or is being made pursuant to said Act and laws, (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicers, the Special Servicer, the REMIC Administrator, the Trustee or the Depositor and Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such Transfer from the Certificateholder desiring to effect such Transfer and/or such Certificateholder's prospective Transferee on which such Opinion of Counsel is based. No beneficial interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates may be held by any Person that is not a Qualified Institutional Buyer. If a Transfer of any interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates is to be made without registration under the Securities Act (iiother than in connection with the initial issuance of the Book-Entry Non-Registered Certificates or a Transfer of any interest therein by the Depositor, Merrill Lynch, Pierce, Xxxxxx & Smith Incorpoxxxxx or xxx xf their respective Affiliates), then the Certificate Owner desiring to effect such Transfer shall be required to obtain either (i) the Trustee shall require the transferee to execute an investment letter (a certificate from such Certificate Owner's prospective Transferee substantially in substantially the form attached hereto as Exhibit I E-2C, or (ii) an Opinion of Counsel to the effect that the prospective -242- Transferee is a Qualified Institutional Buyer and such Transfer may be made without registration under the Securities Act. If any Transferee of an interest in the Rule 144A Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Transferor the Opinion of Counsel or the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the certifications set forth in Exhibit JE-2C hereto are, with respect to the subject Transfer, true and correct. Notwithstanding the preceding paragraph, any interest in the Rule 144A Global Certificate for a Class of Book-Entry Non-Registered Certificates may be transferred to any Non-United States Securities Person who takes delivery in the form of a beneficial interest in the Regulation S Global Certificate for such Class of Certificates, provided that the Certificate Owner desiring to effect such Transfer (i) acceptable complies with the requirements for Transfers of interests in such Regulation S Global Certificate set forth in the following paragraph and (ii) delivers or causes to be delivered to the Certificate Registrar and the Trustee (A) a certificate from such Certificate Owner confirming its ownership of the beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a copy of the certificate to be obtained by such Certificate Owner from its prospective Transferee in accordance with the second sentence of the following paragraph and (C) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Trustee, as transfer agent for the Depository, to approve the debit of the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, and approve the credit of the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, that is equal to the denomination of beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Trustee of such certifications and such orders and instructions, the Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Rule 144A Global Certificate in respect of the subject Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Regulation S Global Certificate for such Class of Certificates, by the denomination of the beneficial interest in such Class of Certificates specified in such orders and instructions. No beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates may be held by any Person that is a United States Securities Person. Any Certificate Owner desiring to effect any Transfer of a beneficial interest in the Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates shall be required to obtain from such Certificate Owner's prospective Transferee a certificate substantially in the form and substance reasonably satisfactory set forth in Exhibit E-2D hereto to the Depositor and effect that such Transferee is not a United States Securities Person. If any Transferee of an interest in the Trustee certifying Regulation S Global Certificate for any Class of Book-Entry Non-Registered Certificates does not, in connection with the subject Transfer, deliver to the Depositor Transferor the certification described in the preceding sentence, then such Transferee shall be deemed to have represented and warranted that all the Trustee certifications set forth in Exhibit E-2D hereto are, with respect to the facts surrounding such transfersubject Transfer, which investment letter shall not true and correct. Notwithstanding the preceding paragraph, any interest in the Regulation S Global Certificate for a Class of Book-Entry Non-Registered Certificates may be an expense of transferred to any Qualified Institutional Buyer that takes delivery in the Trustee or the Depositor. The Holder form of a beneficial interest in the Rule 144A Global Certificate for such Class S or Class R of Certificates, provided that the Certificate Owner desiring to effect such transfer (i) complies with the requirements for Transfers of interests in such Rule 144A Global Certificate set forth in the third paragraph of this Section 5.02(b) and (ii) delivers or causes to be delivered to the Certificate Registrar and the Trustee (A) a certificate from such Certificate Owner confirming its ownership of the beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred, (B) a copy of the certificate or Opinion of Counsel to be obtained by such Certificate Owner from its prospective Transferee in accordance with the second sentence of the third paragraph of this Section 5.02(b) and (C) such written orders and instructions as are required under the applicable procedures of the Depository, Clearstream and Euroclear to direct the Trustee to debit the account of a Depository Participant by a denomination of interests in such Regulation S Global Certificate, and credit the account of a Depository Participant by a denomination of interests in such Rule 144A Global Certificate, that is equal to the denomination of beneficial interests in the subject Class of Book-Entry Non-Registered Certificates to be transferred. Upon delivery to the Certificate Registrar and the Trustee of such certification(s) and/or Opinion of Counsel and such orders and instructions, the Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the Regulation S Global Certificate in respect of the subject Class of Book-Entry Non-Registered Certificates, and increase the denomination of the Rule 144A Global Certificate for such Class of Certificates, by the denomination of the beneficial interest in such Class of Certificates specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Global Certificate with respect to any Class of Book-Entry Non-Registered Certificates may be transferred by any Certificate Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive Certificate of the same Class as such Global Certificate upon delivery to the Certificate Registrar and the Trustee of (i) such certifications and/or opinions as are contemplated by the second paragraph of this Section 5.02(b) and (ii) such written orders and instructions as are required under the applicable procedures of the Depository to direct the Trustee to debit the account of a Depository Participant by the denomination of the transferred interests in such Global Certificate. Upon delivery to the Certificate Registrar and the Trustee of the certifications and/or opinions contemplated by the second paragraph of this Section 5.02(b), the Trustee, subject to and in accordance with the applicable procedures of the Depository, shall reduce the denomination of the subject Global Certificate by the denomination of the transferred interests in such Global Certificate, and shall cause a Definitive Certificate of the same Class as such Global Certificate, and in a denomination equal to the reduction in the denomination of such Global Certificate, to be executed, authenticated and delivered in accordance with this Agreement to the applicable Transferee. None of the Depositor, the Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the Transfer of any Non-Registered Certificate or interest therein without registration or qualification. Any Certificateholder or Certificate Owner desiring to effect a Transfer of any Non-Registered Certificate or interest therein shall, and does hereby agree to, indemnify the Trustee Depositor, the Initial Purchasers, the Trustee, any Fiscal Agent, the Master Servicers, the Special Servicer, the REMIC Administrator and the Depositor Certificate Registrar against any liability that may result if the transfer such Transfer is not so exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws or is not made in accordance with such federal and state laws. (2) Except as provided below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of the Book-Entry Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Book-Entry Certificates; (iii) ownership and transfers of registration of the Book-Entry Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall deal with the Depository, Depository Participants and indirect participating firms as representatives of the Certificate Owners of the Book-Entry Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representatives shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; and (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm