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

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee and the Certificate Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in whichRegister, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee . The Certificate Register shall provide for the registration of the Trust Certificates Certificate and of transfers and exchanges of the Trust Certificates Certificate as provided herein. The Owner Trustee is hereby initially appointed Certificate Registrar for the purpose of registering the Trust Certificate and transfers and exchanges of the Trust Certificate as herein provided. The Chase Manhattan Bank shall be In the initial event that, subsequent to the Closing Date, the Owner Trustee notifies the Servicer that it is unable to act as Certificate Registrar. , the Servicer shall appoint another bank or trust company, having an office or agency located in the City of Chicago, Illinois, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any the Trust Certificate at the office or agency maintained pursuant to Section 3.8Owner Trustee Corporate Trust Office, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to execute, authenticate and deliver), in the name of the designated transferee or transfereestransferee, one or more new Trust Certificates in authorized denominations of a like representing the same aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of Certificate Interest as the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Certificate being surrendered. (c) Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder Holder thereof or his attorney duly authorized in writing. (d) No transfer of a Trust Certificate shall be made unless such transfer is made in a transaction which does not require registration or qualification under the Securities Act of 1933 or qualification under any state securities or “Blue Sky” laws. Neither the Owner Trustee nor the Certificate Registrar shall effect the registration of any transfer of a Trust Certificate unless, with prior to such signature guaranteed by a member firm transfer, the Owner Trustee shall have received an Opinion of Counsel that (x) the transfer of such Trust Certificate is being made pursuant to an effective registration under the Securities Act of 1933 or is exempt from the registration requirements of the New York Stock Exchange Securities Act of 1933 and (y) such transfer will not cause the Trust to be treated as an association (or a commercial bank or trust companypublicly traded partnership) taxable as a corporation for federal income tax purposes. Each Any transferee of a Trust Certificate surrendered must be either an Affiliate of the Trust Depositor or a Qualified Institutional Buyer. Prior to any resale, assignment or transfer of a Trust Certificate described in this Section 3.04, each prospective purchaser of a Trust Certificate shall have acknowledged, represented and agreed as follows: (i) It (and any Person for registration which it holds the Trust Certificate (or any interest therein)) neither has acquired nor will transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificate (or any interest therein) to be marketed on or through an “established securities market” within the meaning of transfer Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter-market or exchange an interdealer quotation system that regularly disseminates firm buy or sell quotations. (ii) It (and any Person for which it holds the Trust Certificate (or any interest therein), collectively for purposes of this Section 3.04(d), a “transferee”) either (A) is not, and will not become, a partnership, S corporation or grantor trust for U.S. federal income tax purposes (or a disregarded entity of any of the foregoing), or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more of the value of such interests in the transferee to be attributable to such transferee’s ownership of the Trust Certificate (or any interest therein). (iii) It understands that if it is acquiring any Trust Certificate (or any interest therein) for the account of one or more Persons, (A) it shall provide to the Owner Trustee and the Trust Depositor information as to the number of such Persons and any changes in the number of such Persons and (B) any such change in the number of Persons for whose account a Trust Certificate (or any interest therein) is held shall require the written consent of the Owner Trustee, which consent shall be cancelled granted unless the Owner Trustee determines that such proposed change in number of Persons would create a risk that the Trust would be classified for federal or any applicable state income tax purposes as an association (or a publicly traded partnership) taxable as a corporation. (iv) It understands that no subsequent transfer of a Trust Certificate (or any interest therein) is permitted unless (A) such transfer is of a Trust Certificate with a Certificate Interest of at least 5%, (B) it causes its proposed transferee to provide to the Owner Trustee and subsequently disposed the Trust Depositor a certificate substantially in the form of by Exhibit C hereto, or such other written statement as the Eligible Lender Owner Trustee shall prescribe, and (C) the Owner Trustee (on behalf of the Trust) consents in accordance with its customary practicewriting to the proposed transfer, which consent shall be granted unless the Owner Trustee determines that such transfer would create a risk that the Trust would be classified for federal or any applicable state income tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would cause the number of beneficial owners of the Trust Certificate in the aggregate to exceed 100 or otherwise cause the Trust to become a publicly traded partnership for income tax purposes shall be a void transfer. Notwithstanding anything else to the contrary herein, any purported transfer of a Trust Certificate (or any interest therein) to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. The Owner Trustee shall not be obligated to register any transfer of a Trust Certificate (or any interest therein) unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (e) No service charge shall be made for any registration of transfer or exchange of a Trust CertificatesCertificate (or any interest therein), but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate (or an any interest therein, the Certificateholder thereof or ). (f) Any Trust Certificate Owner thereof surrendered for registration of transfer shall be deemed to have represented canceled and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if subsequently destroyed by the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust CertificateOwner Trustee.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar Trust shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register Register”) in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee Trust shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The Chase Manhattan Bank initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial Certificate Registrarregistered owner thereof. Upon surrender for registration of transfer or exchange of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage of a like aggregate amount dated beneficial interest in the date of authentication Trust transferred by the Eligible Lender Trustee or any authenticating agentsuch transferor. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee and the Certificate Registrar duly executed by by, the Certificateholder thereof or his attorney duly authorized in writing, with such signature guaranteed by . No transfer of a member firm Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the New York Stock Exchange Seller and the transferor is not the Seller or a commercial bank an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or trust companyapplicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by by: (a) an employee benefit plans plan (as defined in section Section 3(3) of ERISA) that are is subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts a plan described in Section 408(a4975(e)(1) of the Code or Xxxxx plans, or (c) entities any entity whose underlying assets include plan assets by reason of any of the foregoing (each a plan's investment in such entities (each, a "“Benefit Plan"”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, . The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not purchasing Trust Certificates on behalf a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Benefit Plan Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a Person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such Person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a Person who is not using assets a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder, and none of a Plan the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to purchase any Certificates and to have agreed that if the Trust that: (A) it is acquiring the Trust Certificate for its own account and is deemed the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as an association (or publicly traded partnership) taxable as a plan assetcorporation for U.S. federal income tax purposes, the Certificateholder and such purchaser or transferee will promptly dispose not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust Certificateto be treated as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Delaware Trustee shall provide for the registration of the Trust Certificates and of transfers and exchanges of the Trust Certificates as herein provided. The Chase Manhattan Bank Delaware Trustee shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Delaware Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount Percentage Interest dated the date of authentication by the Eligible Lender Delaware Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Delaware Trustee and the Certificate Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Eligible Lender Delaware Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Trust Certificates, but the Eligible Lender Delaware Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by or with the assets of (a) employee benefit plans, retirement arrangements, individual retirement accounts or Xxxxx plans (as defined in section 3(3) of ERISA) that are subject to the provisions of either Title I of ERISAthe Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended, or (b) plans described in section 4975(e)(1entities (including insurance company general accounts) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's the investment by any such plans, arrangements or accounts in such entities (each, a "Benefit PlanPlan Investor"). By accepting and holding Each transferee of a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed required to have represented and warranted represent (a) that it is not a Benefit Plan, Plan Investor and is not purchasing acquiring such Trust Certificates on behalf Certificate with the assets of a Benefit Plan Investor and is not using assets of a Plan to purchase any Certificates and to have agreed (b) that if the such Trust Certificate is subsequently deemed to be a plan asset, the Certificateholder it will promptly dispose of the such Trust Certificate. Each Trust Certificate shall bear a legend referring to the restrictions contained in this paragraph.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank _______________ shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder Holder or his such Holder's attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make make, and the Certificate Registrar need shall not register transfers or exchanges of of, Trust Certificates for a period of 15 days preceding the due date for any Distribution Date payment with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar Trust shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register Register”) in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee Trust shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Paying Agent shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The Chase Manhattan Bank initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial Certificate Registrarregistered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage of a like aggregate amount dated beneficial interest in the date of authentication Trust transferred by the Eligible Lender Trustee or any authenticating agentsuch transferor. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee and the Certificate Registrar duly executed by by, the Certificateholder thereof or his attorney duly authorized in writing, with such signature guaranteed by . No transfer of a member firm Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the New York Stock Exchange Seller and the transferor is not the Seller or a commercial bank an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or trust companyapplicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by by: (a) an employee benefit plans plan (as defined in section Section 3(3) of ERISA) that are is subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts a plan described in Section 408(a4975(e)(1) of the Code or Xxxxx plans, or (c) entities any entity whose underlying assets include plan assets by reason of any of the foregoing (each a plan's investment in such entities (each, a "“Benefit Plan"”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, . The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not purchasing Trust Certificates on behalf a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Benefit Plan Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not using assets a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of a Plan the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to purchase any Certificates and to have agreed that if the Trust that: (A) it is acquiring the Trust Certificate for its own account and is deemed the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a plan assetpublicly traded partnership for U.S. federal income tax purposes, the Certificateholder and such purchaser or transferee will promptly dispose not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust Certificateto be treated as a publicly traded partnership for U.S. federal income tax purposes.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan U.S. Bank Trust Company, National Association shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or the Trust shall cause The Chase Manhattan U.S. Bank Trust Company, National Association, as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount Certificate Percentage Interest dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount Certificate Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in the form satisfactory to the Eligible Lender Trustee and the Certificate Registrar attached hereto duly executed by the related Certificateholder or his such Certificateholder’s attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make make, and the Certificate Registrar need shall not register transfers or exchanges of of, Trust Certificates for a period of 15 fifteen (15) days preceding the due date for any Distribution Date payment with respect to the Trust Certificates. The Trust Certificates provisions of this Section are exclusive and any beneficial interest in such Trust Certificates may not be acquired by shall preclude (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (bextent lawful) plans described in section 4975(e)(1) of all other rights and remedies with respect to the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose transfer of the Trust CertificateCertificates.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar Trust shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the "Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee Issuer shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Paying Agent shall be the "Certificate Registrar" for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. The Chase Manhattan Bank Upon any resignation of any Certificate Registrar, the Depositor shall be promptly appoint a successor or, if it elects not to make such an appointment, assume the initial duties of the Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, if the Eligible Lender requirements of Section 8-401(l) of the UCC are met, the Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agentprincipal amount. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations denominations, of a like aggregate amount principal amount, upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Trust Certificates are so surrendered for exchange, if the requirements of Section 8-401(l) of the UCC are met, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee and the Certificate Registrar duly executed by by, the Certificateholder Holder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable state laws, and (ii) an Officer's Certificate as to compliance with such signature guaranteed by a member firm Section 6.6 of the New York Stock Exchange or a commercial bank or trust companySale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by by: (a) an employee benefit plans plan (as defined in section Section 3(3) of ERISA) that are is subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts a plan described in Section 408(a4975(e)(1) of the Code or Xxxxx plans, or (c) entities any entity whose underlying assets include plan assets by reason of a plan's investment in such entities the entity (each, each a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is . The Trustee shall have no obligation to determine whether or not purchasing Trust Certificates on behalf a Holder of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be or is not a plan asset, the Certificateholder will promptly dispose of the Trust CertificateBenefit Plan.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan U.S. Bank National Association shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or the Trust shall cause The Chase Manhattan U.S. Bank National Association, as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount Certificate Percentage Interest dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount Certificate Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in the form satisfactory to the Eligible Lender Trustee and the Certificate Registrar attached hereto duly executed by the related Certificateholder or his such Certificateholder’s attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make make, and the Certificate Registrar need shall not register transfers or exchanges of of, Trust Certificates for a period of 15 days preceding the due date for any Distribution Date payment with respect to the Trust Certificates. The Trust Certificates provisions of this Section are exclusive and any beneficial interest in such Trust Certificates may not be acquired by shall preclude (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (bextent lawful) plans described in section 4975(e)(1) of all other rights and remedies with respect to the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose transfer of the Trust CertificateCertificates.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank Wilmington Trust, National Association shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent Authenticating Agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agentAuthenticating Agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the related Certificateholder or his such Certificateholder’s attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make make, and the Certificate Registrar need shall not register transfers or exchanges of of, Trust Certificates for a period of 15 10 days preceding the due date for any Distribution Date payment with respect to the Trust Certificates. The Trust Certificates provisions of this Section are exclusive and any beneficial interest in such Trust Certificates may not be acquired by shall preclude (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (bextent lawful) plans described in section 4975(e)(1) of all other rights and remedies with respect to the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose transfer of the Trust CertificateCertificates.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan U.S. Bank National Association shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or the Trust shall cause The Chase Manhattan U.S. Bank National Association, as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount Certificate Percentage Interest dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount Certificate Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in the form satisfactory to the Eligible Lender Trustee and the Certificate Registrar attached hereto duly executed by the related Certificateholder or his such Certificateholder’s attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make make, and the Certificate Registrar need shall not register transfers or exchanges of of, Trust Certificates for a period of 15 fifteen (15) days preceding the due date for any Distribution Date payment with respect to the Trust Certificates. The Trust Certificates provisions of this Section are exclusive and any beneficial interest in such Trust Certificates may not be acquired by shall preclude (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (bextent lawful) plans described in section 4975(e)(1) of all other rights and remedies with respect to the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose transfer of the Trust CertificateCertificates.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar Trust shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register Register”) in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee Trust shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The Chase Manhattan Bank initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial Certificate Registrarregistered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage of a like aggregate amount dated beneficial interest in the date of authentication Trust transferred by the Eligible Lender Trustee or any authenticating agentsuch transferor. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee and the Certificate Registrar duly executed by by, the Certificateholder thereof or his attorney duly authorized in writing, with such signature guaranteed by . No transfer of a member firm Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the New York Stock Exchange Seller and the transferor is not the Seller or a commercial bank an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or trust companyapplicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by by: (a) an employee benefit plans plan (as defined in section Section 3(3) of ERISA) that are is subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts a plan described in Section 408(a4975(e)(1) of the Code or Xxxxx plans, or (c) entities any entity whose underlying assets include plan assets by reason of any of the foregoing (each a plan's investment in such entities (each, a "“Benefit Plan"”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, . The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not purchasing Trust Certificates on behalf a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Benefit Plan Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a Person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such Person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a Person who is not using assets a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder, and none of a Plan the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to purchase any Certificates and to have agreed that if the Trust that: (A) it is acquiring the Trust Certificate for its own account and is deemed the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as an association (or publicly traded partnership) taxable as a plan assetcorporation for U.S. federal income tax purposes, the Certificateholder and such purchaser or transferee will promptly dispose not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust Certificateto be treated as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08 hereof, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Delaware Trustee shall provide for the registration of the Trust Certificates and of transfers and exchanges of the Trust Certificates as herein provided. The Chase Manhattan Bank Delaware Trustee shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08 hereof, the Eligible Lender Delaware Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount Percentage Interest dated the date of authentication by the Eligible Lender Delaware Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08 hereof. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Delaware Trustee and the Certificate Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Eligible Lender Delaware Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Trust Certificates, but the Eligible Lender Delaware Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by or with the assets of (a) an “employee benefit plans (plan” as defined in section Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA) that are ”), whether or not subject to the provisions of Title I of ERISAERISA (including, without limitation, foreign or government plans), (b) plans a “plan” described in section Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans”), or (c) entities an entity whose underlying assets include “plan assets assets” by reason of a an employee benefit plan's ’s or other plan’s investment in such entities the entity (each, a "“Benefit Plan"Plan Investor”). By accepting and holding Each transferee of a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed required to have represented and warranted represent substantially in the form of the Representation Letter attached hereto as Exhibit B (i) that it is not a Benefit Plan, Plan Investor and is not purchasing acquiring such Trust Certificates on behalf Certificate with the assets of a Benefit Plan Investor; and is not using assets of a Plan to purchase any Certificates and to have agreed (ii) that if the such Trust Certificate is subsequently deemed to be a plan asset, the Certificateholder it will promptly dispose of the such Trust Certificate. Each Trust Certificate shall bear a legend referring to the restrictions contained in this paragraph.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee Certificate Registrar shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank [ ] shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent Authenticating Agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agentAuthenticating Agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the related Certificateholder or his such Certificateholder’s attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make make, and the Certificate Registrar need shall not register transfers or exchanges of of, Trust Certificates for a period of 15 10 days preceding the due date for any Distribution Date payment with respect to the Trust Certificates. The Trust Certificates provisions of this Section are exclusive and any beneficial interest in such Trust Certificates may not be acquired by shall preclude (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (bextent lawful) plans described in section 4975(e)(1) of all other rights and remedies with respect to the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose transfer of the Trust CertificateCertificates.

Registration of Transfer and Exchange of Trust Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in whichRegister, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee . The Certificate Register shall provide for the registration of the Trust Certificates and of transfers and exchanges of the Trust Certificates as provided herein. The Owner Trustee is hereby initially appointed Certificate Registrar for the purpose of registering the Trust Certificates and transfers and exchanges of the Trust Certificates as herein provided. The Chase Manhattan Bank shall be In the initial event that, subsequent to the Closing Date, the Owner Trustee notifies the Servicer that it is unable to act as Certificate Registrar. , the Servicer shall appoint another bank or trust company, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8Owner Trustee Corporate Trust Office, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transfereestransferee, one or more new Trust Certificates in authorized denominations of a like Certificate having the same aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. principal amount. (c) Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder Holder thereof or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. . (d) No service charge shall be made for any registration of transfer or exchange of a Trust CertificatesCertificate, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate. (e) All Trust Certificates surrendered for registration of transfer shall be canceled and subsequently destroyed by the Owner Trustee.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank [___________] shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank [_______________] as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder Holder or his such Holder's attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make make, and the Certificate Registrar need shall not register transfers or exchanges of of, Trust Certificates for a period of 15 days preceding the due date for any Distribution Date payment with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar Trust shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register Register”) in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee Trust shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The Chase Manhattan Bank initial Trust Certificate shall be registered in the name of [“CNH Capital Receivables LLC”] as the initial Certificate Registrarregistered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage of a like aggregate amount dated beneficial interest in the date of authentication Trust transferred by the Eligible Lender Trustee or any authenticating agentsuch transferor. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee and the Certificate Registrar duly executed by by, the Certificateholder thereof or his attorney duly authorized in writing, with such signature guaranteed by . No transfer of a member firm Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the New York Stock Exchange Seller and the transferor is not the Seller or a commercial bank an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or trust companyapplicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by by: (a) an employee benefit plans plan (as defined in section Section 3(3) of ERISA) that are is subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts a plan described in Section 408(a4975(e)(1) of the Code or Xxxxx plans, or (c) entities any entity whose underlying assets include plan assets by reason of any of the foregoing (each a plan's investment in such entities (each, a "“Benefit Plan"”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, . The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not purchasing Trust Certificates on behalf a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Benefit Plan Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not using assets a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of a Plan the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to purchase any Certificates and to have agreed that if the Trust that: (A) it is acquiring the Trust Certificate for its own account and is deemed the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a plan assetpublicly traded partnership for U.S. federal income tax purposes, the Certificateholder and such purchaser or transferee will promptly dispose not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust Certificateto be treated as a publicly traded partnership for U.S. federal income tax purposes.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar Trust shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the "Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee Issuer shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Paying Agent shall be the "Certificate Registrar" for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. The Chase Manhattan Bank Upon any resignation of any Certificate Registrar, the Depositor shall be promptly appoint a successor or, if it elects not to make such an appointment, assume the initial duties of the Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, if the Eligible Lender requirements of Section 8-401(a) of the UCC are met, the Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agentprincipal amount. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations denominations, of a like aggregate amount principal amount, upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Trust Certificates are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee and the Certificate Registrar duly executed by by, the Certificateholder Holder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable state laws, and (ii) an Officer's Certificate as to compliance with such signature guaranteed by a member firm Section 6.6 of the New York Stock Exchange or a commercial bank or trust companySale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by by: (a) an employee benefit plans plan (as defined in section Section 3(3) of ERISA) that are is subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts a plan described in Section 408(a4975(e)(1) of the Code or Xxxxx plans, or (c) entities any entity whose underlying assets include plan assets by reason of a plan's investment in such entities the entity (each, each a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is . The Trustee shall have no obligation to determine whether or not purchasing Trust Certificates on behalf a Holder of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be or is not a plan asset, the Certificateholder will promptly dispose of the Trust CertificateBenefit Plan.

Registration of Transfer and Exchange of Trust Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in whichRegister, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee . The Certificate Register shall provide for the registration of the Trust Certificates and of transfers and exchanges of the Trust Certificates as provided herein. The Owner Trustee is hereby initially appointed Certificate Registrar for the purpose of registering the Trust Certificates and transfers and exchanges of the Trust Certificates as herein provided. The Chase Manhattan Bank shall be In the initial event that, subsequent to the Closing Date, the Owner Trustee notifies the Servicer that it is unable to act as Certificate Registrar. , the Servicer shall appoint another bank or trust company, having an office or agency located in the City of Chicago, Illinois, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any a Trust Certificate at the office or agency maintained pursuant to Section 3.8Owner Trustee Corporate Trust Office, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transfereestransferee, one or more new Trust Certificates in authorized denominations of a like representing the same aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Certificate Interest. (c) Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder Holder thereof or his attorney duly authorized in writing, with . (d) No transfer of a Trust Certificate shall be made unless such signature guaranteed by transfer is made in a member firm transaction which does not require registration or qualification under the Securities Act of 1933 or qualification under any state securities or “Blue Sky” laws. Neither the Owner Trustee nor the Certificate Registrar shall effect the registration of any transfer of a Trust Certificate unless prior to such transfer the Owner Trustee shall have received an Opinion of Counsel that (x) the transfer of such Trust Certificate is being made pursuant to an effective registration under the Securities Act of 1933 or is exempt from the registration requirements of the New York Stock Exchange Securities Act of 1933 and (y) such transfer will not cause the Trust to be treated as an association (or a commercial bank or trust companypublicly traded partnership) taxable as a corporation for federal income tax purposes. Each Any transferee of a Trust Certificate surrendered must be either an Affiliate of the Trust Depositor or a Qualified Institutional Buyer. Prior to any resale, assignment or transfer of a Trust Certificate described in this Section 3.04, each prospective purchaser of a Trust Certificate shall have acknowledged, represented and agreed as follows: (i) It (and any Person for registration which it holds Trust Certificates) has neither acquired nor will it transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificate (or any interest therein) to be marketed on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. (ii) It (and any Person for which it holds Trust Certificates, collectively for purposes of this Section 3.4(d), a “transferee”) either (A) is not, and will not become, a partnership, S corporation or grantor trust for U.S. federal income tax purposes (or a disregarded entity of any of the foregoing) or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or, if the Owner Trustee has received an Opinion of Counsel in form and substance acceptable to the Trust Depositor that the proposed transfer to such transferee will not cause the Trust to be treated as a publicly traded partnership within the meaning of Section 7704 of the Code, such other percentage as the Owner Trustee may establish prior to the time of such proposed transfer) of the value of such interests in the transferee to be attributable to such transferee’s ownership of Trust Certificates. (iii) It understands that if it is acquiring any Trust Certificate for the account of one or exchange more Persons, (A) it shall provide to the Owner Trustee and the Trust Depositor information as to the number of such Persons and any changes in the number of such Persons and (B) any such change in the number of Persons for whose account a Trust Certificate is held shall require the written consent of the Owner Trustee, which consent shall be cancelled granted unless the Owner Trustee determines that such proposed change in number of Persons would create a risk that the Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation. (iv) It understands that no subsequent transfer of the Trust Certificates (or any interest therein) is permitted unless (A) such transfer is of a Trust Certificate with a Certificate Interest of at least 5%, (B) it causes its proposed transferee to provide to the Owner Trustee and subsequently disposed the Trust Depositor a letter substantially in the form of by Exhibit C hereto, or such other written statement as the Eligible Lender Owner Trustee shall prescribe and (C) the Trust consents in accordance with its customary practicewriting to the proposed transfer, which consent shall be granted unless the Owner Trustee determines that such transfer would create a risk that the Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would cause the number of beneficial owners of Trust Certificates in the aggregate to exceed 100 or otherwise cause the Trust to become a publicly traded partnership for income tax purposes shall be a void transfer. Notwithstanding anything else to the contrary herein, any purported transfer of a Trust Certificate or an interest therein to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. The Owner Trustee shall not be obligated to register any transfer of a Trust Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (e) No service charge shall be made for any registration of transfer or exchange of a Trust CertificatesCertificate, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate. (f) All Trust Certificates surrendered for registration of transfer shall be canceled and subsequently destroyed by the Owner Trustee.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank [___________] shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank [ ] as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder Holder or his such Holder's attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make make, and the Certificate Registrar need shall not register transfers or exchanges of of, Trust Certificates for a period of 15 days preceding the due date for any Distribution Date payment with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in whichRegister, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee . The Certificate Register shall provide for the registration of the Trust Certificates Certificate and of transfers and exchanges of the Trust Certificates Certificate as provided herein. The Owner Trustee is hereby initially appointed Certificate Registrar for the purpose of registering the Trust Certificate and transfers and exchanges of the Trust Certificate as herein provided. The Chase Manhattan Bank shall be In the initial event that, subsequent to the Closing Date, the Owner Trustee notifies the Servicer that it is unable to act as Certificate Registrar. , the Servicer shall appoint another bank or trust company, having an office or agency located in the City of Chicago, Illinois, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any the Trust Certificate at the office or agency maintained pursuant to Section 3.8Owner Trustee Corporate Trust Office, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to execute, authenticate and deliver), in the name of the designated transferee or transfereestransferee, one or more new Trust Certificates in authorized denominations of a like representing the same aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of Certificate Interest as the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Certificate being surrendered. (c) Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder Holder thereof or his attorney duly authorized in writing. (d) No transfer of a Trust Certificate shall be made unless such transfer is made in a transaction which does not require registration or qualification under the Securities Act of 1933 or qualification under any state securities or “Blue Sky” laws. Neither the Owner Trustee nor the Certificate Registrar shall effect the registration of any transfer of a Trust Certificate unless, with prior to such signature guaranteed by a member firm transfer, the Owner Trustee shall have received an Opinion of Counsel that (x) the transfer of such Trust Certificate is being made pursuant to an effective registration under the Securities Act of 1933 or is exempt from the registration requirements of the New York Stock Exchange Securities Act of 1933 and (y) such transfer will not cause the Trust to be treated as an association (or a commercial bank or trust companypublicly traded partnership) taxable as a corporation for federal income tax purposes. Each Any transferee of a Trust Certificate surrendered must be either an Affiliate of the Trust Depositor or a Qualified Institutional Buyer. Prior to any resale, assignment or transfer of a Trust Certificate as described in this Section 3.04, each prospective purchaser of a Trust Certificate shall have acknowledged, represented and agreed as follows: (i) It (and any Person for registration which it holds the Trust Certificate (or any interest therein)) neither has acquired nor will transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificate (or any interest therein) to be marketed on or through an “established securities market” within the meaning of transfer Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter-market or exchange an interdealer quotation system that regularly disseminates firm buy or sell quotations. (ii) It (and any Person for which it holds the Trust Certificate (or any interest therein), collectively for purposes of this Section 3.04(d), a “transferee”) either (A) is not, and will not become, a partnership, S corporation or grantor trust for U.S. federal income tax purposes (or a disregarded entity of any of the foregoing) or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more of the value of such interests in the transferee to be attributable to such transferee’s ownership of the Trust Certificate (or any interest therein). (iii) It understands that if it is acquiring any Trust Certificate (or any interest therein) for the account of one or more Persons, (A) it shall provide to the Owner Trustee and the Trust Depositor information as to the number of such Persons and any changes in the number of such Persons and (B) any such change in the number of Persons for whose account a Trust Certificate (or any interest therein) is held shall require the written consent of the Owner Trustee, which consent shall be cancelled granted unless the Owner Trustee determines that such proposed change in number of Persons would create a risk that the Trust would be classified for federal or any applicable state income tax purposes as an association (or a publicly traded partnership) taxable as a corporation. (iv) It understands that no subsequent transfer of a Trust Certificate (or any interest therein) is permitted unless (A) such transfer is of a Trust Certificate with a Certificate Interest of at least 5%, (B) it causes its proposed transferee to provide to the Owner Trustee and subsequently disposed the Trust Depositor a certificate substantially in the form of by Exhibit C hereto, or such other written statement as the Eligible Lender Owner Trustee shall prescribe and (C) the Owner Trustee (on behalf of the Trust) consents in accordance with its customary practicewriting to the proposed transfer, which consent shall be granted unless the Owner Trustee determines that such transfer would create a risk that the Trust would be classified for federal or any applicable state income tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would cause the number of beneficial owners of the Trust Certificate in the aggregate to exceed 100 or otherwise cause the Trust to become a publicly traded partnership for income tax purposes shall be a void transfer. Notwithstanding anything else to the contrary herein, any purported transfer of a Trust Certificate (or any interest therein) to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. The Owner Trustee shall not be obligated to register any transfer of a Trust Certificate (or any interest therein) unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (e) No service charge shall be made for any registration of transfer or exchange of a Trust CertificatesCertificate (or any interest therein), but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate (or an any interest therein, the Certificateholder thereof or ). (f) Any Trust Certificate Owner thereof surrendered for registration of transfer shall be deemed to have represented canceled and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if subsequently destroyed by the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust CertificateOwner Trustee.

Registration of Transfer and Exchange of Trust Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in whichRegister, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee . The Certificate Register shall provide for the registration of Trust Certificates and transfers and exchanges of Trust Certificates as provided herein. The Trust Agent, as agent for the Trust, is hereby initially appointed Certificate Registrar for the purpose of registering Trust Certificates and transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank shall be In the initial event that, subsequent to the Closing Date, the Trust Agent notifies the Servicer that the Trust Agent is unable to act as Certificate Registrar. , the Servicer shall appoint another bank or trust company, having an office or agency located in The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Depositor, to act as successor Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8of the Certificate Registrar, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank the Trust Agent, as its authenticating agent agent, to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. principal amount. (c) At the option of a CertificateholderHolder of a Trust Certificate, Trust Certificates may be exchanged for other Trust Certificates of in authorized denominations of a like aggregate amount principal amount, upon surrender of the Trust Certificates to be exchanged at the office of the Certificate Registrar. Whenever any Trust Certificates are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or agency maintained pursuant shall cause the Trust Agent, as its authenticating agent, to Section 3.8authenticate and deliver) the Trust Certificates that the Holder making the exchange is entitled to receive. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee Trust Agent and the Certificate Registrar duly executed by the Certificateholder Holder thereof or his attorney duly authorized in writing. In addition, with such signature guaranteed by a member firm of the New York Stock Exchange each Residual Interest Instrument presented or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or and exchange shall must be cancelled accompanied by a letter from the prospective Owner certifying as to the representations set forth in Section 3.14(a) and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. (b). (d) No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or or, on its behalf, the Certificate Registrar Trust Agent, 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 Trust Certificates. The preceding . (e) All Trust Certificates surrendered for registration of transfer or exchange, if surrendered to any agent of the Owner Trustee under this Agreement, shall be delivered to the Trust Agent and promptly canceled by it, or, if surrendered to the Trust Agent, shall be promptly canceled by it, and no Trust Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust CertificatesAgreement. The Trust Certificates and any beneficial interest in such Agent shall dispose of cancelled Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to accordance with the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificatenormal industry practice.

Registration of Transfer and Exchange of Trust Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in whichRegister, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee . The Certificate Register shall provide for the registration of Trust Certificates and transfers and exchanges of Trust Certificates as provided herein. The Chase Manhattan Bank, 450 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxtention: Structured Finance Services (ABS) as agent for the Owner Trustee, is hereby initially appointed Certificate Registrar for the purpose of registering Trust Certificates and transfers and exchanges of Trust Certificates as herein provided. In the event that, subsequent to the Closing Date, the Owner Trustee notifies the Master Servicer that The Chase Manhattan Bank shall be the initial is unable to act as Certificate Registrar. , the Master Servicer shall appoint another bank or trust company, having an office or agency located in The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8of the Certificate Registrar, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. principal amount. (c) At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of in authorized denominations of a like aggregate amount principal amount, upon surrender of the Trust Certificates to be exchanged at the office of the Certificate Registrar. Whenever any Trust Certificates are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or agency maintained pursuant shall cause its authenticating agent to Section 3.8authenticate and deliver) the Trust Certificates that the Certificate-holder making the exchange is entitled to receive. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder Holder thereof or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. . (d) No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. . (e) The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to or for the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason account of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest thereinCertificate, the Certificateholder thereof or Certificate Owner Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Plan nor will it hold such Trust Certificates on behalf Certificate for the account of a Benefit Plan Plan. (f) All Trust Certificates surrendered for registration of transfer or exchange, if surrendered to the Company or any agent of the Owner Trustee or the Company under this Agreement, shall be delivered to the Owner Trustee and is not using assets promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Trust Certificates shall be issued in lieu thereof except as expressly permitted by any of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly provisions of this Agreement. The Owner Trustee shall dispose of cancelled Trust Certificates in accordance with the Trust Certificatenormal industry practice.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank Citibank, N.A. shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or the Trust shall cause The Chase Manhattan Bank Citibank, N.A., as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount Certificate Percentage Interest dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount Certificate Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in the form satisfactory to the Eligible Lender Trustee and the Certificate Registrar attached hereto duly executed by the related Certificateholder or his such Certificateholder’s attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make make, and the Certificate Registrar need shall not register transfers or exchanges of of, Trust Certificates for a period of 15 days preceding the due date for any Distribution Date payment with respect to the Trust Certificates. The Trust Certificates provisions of this Section are exclusive and any beneficial interest in such Trust Certificates may not be acquired by shall preclude (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (bextent lawful) plans described in section 4975(e)(1) of all other rights and remedies with respect to the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose transfer of the Trust CertificateCertificates.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank Owner Trustee shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount Percentage Interest dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder or his attorney duly authorized in writing. In addition, with such signature guaranteed each Certificate presented or surrendered for registration of transfer and exchange must be accompanied by a member firm of representation letter from the New York Stock Exchange or a commercial bank or trust companyProspective Holder certifying as to the representations set forth in Section 3.11(a), (b) and (c). Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make and the Certificate Registrar need shall not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution the Payment Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may Notwithstanding anything contained herein to the contrary, the Owner Trustee shall not be acquired by (a) employee benefit plans (responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as defined in section 3(3) amended, the Securities Act of ERISA) 1934, as amended, applicable state securities law or the Investment Company Act of 1940; provided, however, that are subject if a certificate is specifically required to be delivered to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code Owner Trustee by a purchaser or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason transferee of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest thereinCertificate, the Certificateholder thereof or Certificate Owner thereof Trustee shall be deemed under a duty to have represented examine the same to determine whether it conforms to the requirements of this Trust Agreement and warranted that it is shall promptly notify the party delivering the same if such certificate does not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificateso conform.

Registration of Transfer and Exchange of Trust Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in whichRegister, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee . The Certificate Register shall provide for the registration of Trust Certificates and transfers and exchanges of Trust Certificates as provided herein. JP Morgan Chase Bank, 450 West 33rd Street, 15th Floor, New York, New Xxxx 00001, Xxxention: Xxxxxxxxxx Xxxxxxx Xxxxxxxx (XXX) xx xxxxx xxx xxx Xxxxx Trustee, is hereby initially appointed Certificate Registrar for the purpose of registering Trust Certificates and transfers and exchanges of Trust Certificates as herein provided. The In the event that, subsequent to the Closing Date, the Owner Trustee notifies the Master Servicer that JP Morgan Chase Manhattan Bank shall be the initial is unable to act as Certificate Registrar, the Maxxxx Xxxxicer shall appoint another bank or trust company, having an office or agency located in The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar hereunder. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to any Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8of the Certificate Registrar, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. Certificate Percentage Interest. (c) At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount Certificate Percentage Interest, upon surrender of the Trust Certificates to be exchanged at the office of the Certificate Registrar. Whenever any Trust Certificates are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or agency maintained pursuant shall cause its authenticating agent to Section 3.8authenticate and deliver) the Trust Certificates that the Certificateholder making the exchange is entitled to receive. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder Holder thereof or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. . (d) No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. . (e) The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to or for the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason account of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an a beneficial interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Plan nor will it hold such Trust Certificates on behalf Certificate or a beneficial interest therein for the account of a Benefit Plan and Plan. Any person who is not using assets an affiliate of a Plan to purchase any Certificates the Seller and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose acquires more than 49.9% of the Trust Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no plan with respect to which it is a party in interest has or will acquire any interest in the Notes. (f) All Trust Certificates surrendered for registration of transfer or exchange, if surrendered any agent of the Owner Trustee under this Agreement, shall be delivered to the Owner Trustee and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Trust Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee shall dispose of cancelled Trust Certificates in accordance with the normal industry practice. (g) As a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Seller and the Certificate Registrar the following: (i) It has neither acquired nor will it transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificates (or any interest therein) to be marketed on or through an "established securities market" within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for United States federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the transferor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee's ownership of Trust Certificates. (iii) It is not a Benefit Plan nor will it hold the Trust Certificates being transferred for the account of a Benefit Plan. The provisions of this Section generally are intended, among other things, to prevent the Trust from being characterized as a "publicly traded partnership" within the miining of Section 7704 of the Code, in reliance on Treasury Regulations Sections 1.7704-1(e) and (h), and the Seller shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar Trust shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register Register”) in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee Trust shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Paying Agent shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The Chase Manhattan Bank initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the initial Certificate Registrarregistered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, if the Eligible Lender requirements of Section 8-401(a) of the UCC are met, the Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage of a like aggregate amount dated beneficial interest in the date of authentication Trust transferred by the Eligible Lender Trustee or any authenticating agentsuch transferor. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee and the Certificate Registrar duly executed by by, the Certificateholder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) an opinion of counsel that no registration is required under the Securities Act of 1933, with such signature guaranteed by a member firm as amended, or applicable State laws, and (ii) if the transferee is the Seller or an Officiate of the New York Stock Exchange or a commercial bank or trust companySeller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by by: (a) an employee benefit plans plan (as defined in section Section 3(3) of ERISA) that are is subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts a plan described in Section 408(a4975(e)(1) of the Code or Xxxxx plans, or (c) entities any entity whose underlying assets include plan assets by reason of any of the foregoing (each a plan's investment in such entities (each, a "“Benefit Plan"”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, . The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not purchasing Trust Certificates on behalf a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Benefit Plan Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not using assets a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of a Plan the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to purchase any Certificates and to have agreed that if the Trust that: (A) it is acquiring the Trust Certificate for its own account and is deemed the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a plan assetpublicly traded partnership for U.S. federal income tax purposes, the Certificateholder and such purchaser or transferee will promptly dispose not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust Certificateto be treated as a publicly traded partnership for U.S. federal income tax purposes.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank Owner Trustee shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank ____________, ____________as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like class and aggregate face amount dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by a member firm an "eligible guarantor institution" meeting the requirements of the New York Stock Certificate Registrar, which requirements include membership or participation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange or a commercial bank or trust companyAct. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee Certificate Registrar shall provide for the registration of Trust Certificates and and, subject to Section 3.10 hereof, of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank Trustee shall be the initial Certificate Registrar. Promptly upon written request therefor from the Owner Trustee, the Certificate Registrar shall provide to the Owner Trustee in writing such information regarding or contained in the Certificate Register as the Owner Trustee may reasonably request. The Owner Trustee shall be entitled to rely (and shall be fully protected in relying) on such information. (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Trustee shall execute, authenticate and deliver (or Certificate Registrar shall cause The Chase Manhattan Bank as its authenticating agent the Owner Trustee to execute on behalf of the Trust and the Certificate Registrar shall authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Trustee Certificate Registrar or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. 3.08. (c) Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the registered Certificateholder or his such registered Certificateholder’s attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee Certificate Registrar in accordance with its customary practice. . (d) No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank Eligible Lender Trustee shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank First Chicago Trust Company of New York as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of a Certificateholderholder of the Trust Certificates, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee and the Certificate Registrar duly executed by the Certificateholder holder of the Trust Certificates or his attorney duly authorized in writing, with such signature guaranteed by a member firm an "eligible guarantor institution" meeting the requirements of the New York Stock Certificate Registrar, which requirements include membership or participation in Security Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange or a commercial bank or trust companyAct. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) an employee benefit plans plan (as defined in section Section 3(3) of ERISA) that are is subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including an individual retirement accounts account described in Section 408(a) of the Code or Xxxxx plans, or (c) entities any entity whose underlying assets include plan assets by reason of a plan's investment in such entities the entity (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder holder of the Trust Certificates thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank Bankers Trust Company shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank Bankers Trust Company as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like class and aggregate face amount dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by a member firm an "eligible guarantor institution" meeting the requirements of the New York Stock Certificate Registrar, which requirements include membership or participation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange or a commercial bank or trust companyAct. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank Wilmington Trust Company shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent Authenticating Agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agentAuthenticating Agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the related Certificateholder or his such Certificateholder’s attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make make, and the Certificate Registrar need shall not register transfers or exchanges of of, Trust Certificates for a period of 15 10 days preceding the due date for any Distribution Date payment with respect to the Trust Certificates. The Trust Certificates provisions of this Section are exclusive and any beneficial interest in such Trust Certificates may not be acquired by shall preclude (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (bextent lawful) plans described in section 4975(e)(1) of all other rights and remedies with respect to the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose transfer of the Trust CertificateCertificates.

Registration of Transfer and Exchange of Trust Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in whichRegister, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee . The Certificate Register shall provide for the registration of the Trust Certificates and of transfers and exchanges of the Trust Certificates as provided herein. The Owner Trustee is hereby initially appointed Certificate Registrar for the purpose of registering the Trust Certificates and transfers and exchanges of the Trust Certificates as herein provided. The Chase Manhattan Bank shall be In the initial event that, subsequent to the Closing Date, the Owner Trustee notifies the Servicer that it is unable to act as Certificate Registrar. , the Servicer shall appoint another bank or trust company, having an office or agency located in the City of Chicago, Illinois, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any a Trust Certificate at the office or agency maintained pursuant to Section 3.8Owner Trustee Corporate Trust Office, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transfereestransferee, one or more new Trust Certificates in authorized denominations of a like representing the same aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Certificate Interest. (c) Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder Holder thereof or his attorney duly authorized in writing, with . (d) No transfer of a Trust Certificate shall be made unless such signature guaranteed by transfer is made in a member firm transaction which does not require registration or qualification under the Securities Act of 1933 or qualification under any state securities or “Blue Sky” laws. Neither the Owner Trustee nor the Certificate Registrar shall effect the registration of any transfer of a Trust Certificate unless prior to such transfer the Owner Trustee shall have received an Opinion of Counsel that (x) the transfer of such Trust Certificate is being made pursuant to an effective registration under the Securities Act of 1933 or is exempt from the registration requirements of the New York Stock Exchange Securities Act of 1933 and (y) such transfer will not cause the Trust to be treated as an association (or a commercial bank or trust companypublicly traded partnership) taxable as a corporation for federal income tax purposes. Each Any transferee of a Trust Certificate surrendered must be either an Affiliate of the Trust Depositor or a Qualified Institutional Buyer. Prior to any resale, assignment or transfer of a Trust Certificate described in this Section 3.04, each prospective purchaser of a Trust Certificate shall have acknowledged, represented and agreed as follows: (i) It (and any Person for registration which it holds Trust Certificates) has neither acquired nor will it transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificate (or any interest therein) to be marketed on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. (ii) It (and any Person for which it holds Trust Certificates, collectively for purposes of this Section 3.4(d), a “transferee”) either (A) is not, and will not become, a partnership, S corporation or grantor trust for U.S. federal income tax purposes (or a disregarded entity of any of the foregoing) or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or, if the Owner Trustee has received an Opinion of Counsel in form and substance acceptable to the Trust Depositor that the proposed transfer to such transferee will not cause the Trust to be treated as a publicly traded partnership within the meaning of Section 7704 of the Code, such other percentage as the Owner Trustee may establish prior to the time of such proposed transfer) of the value of such interests in the transferee to be attributable to such transferee’s ownership of Trust Certificates. (iii) It understands that if it is acquiring any Trust Certificate for the account of one or exchange more Persons, (A) it shall provide to the Owner Trustee and the Trust Depositor information as to the number of such Persons and any changes in the number of such Persons and (B) any such change in the number of Persons for whose account a Trust Certificate is held shall require the written consent of the Owner Trustee, which consent shall be cancelled granted unless the Owner Trustee determines that such proposed change in number of Persons would create a risk that the Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation. (iv) It understands that no subsequent transfer of the Trust Certificates (or any interest therein) is permitted unless (A) such transfer is of a Trust Certificate with a Certificate Interest of at least 5%, (B) it causes its proposed transferee to provide to the Owner Trustee and subsequently disposed the Trust Depositor a letter substantially in the form of by Exhibit D hereto, or such other written statement as the Eligible Lender Owner Trustee shall prescribe and (C) the Trust consents in accordance with its customary practicewriting to the proposed transfer, which consent shall be granted unless the Owner Trustee determines that such transfer would create a risk that the Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would cause the number of beneficial owners of Trust Certificates in the aggregate to exceed 100 or otherwise cause the Trust to become a publicly traded partnership for income tax purposes shall be a void transfer. Notwithstanding anything else to the contrary herein, any purported transfer of a Trust Certificate or an interest therein to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. The Owner Trustee shall not be obligated to register any transfer of a Trust Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (e) No service charge shall be made for any registration of transfer or exchange of a Trust CertificatesCertificate, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate. (f) All Trust Certificates surrendered for registration of transfer shall be canceled and subsequently destroyed by the Owner Trustee.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08 hereof, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Delaware Trustee shall provide for the registration of the Trust Certificates and of transfers and exchanges of the Trust Certificates as herein provided. The Chase Manhattan Bank Delaware Trustee shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08 hereof, the Eligible Lender Delaware Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount Percentage Interest dated the date of authentication by the Eligible Lender Delaware Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08 hereof. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Delaware Trustee and the Certificate Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Eligible Lender Delaware Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Trust Certificates, but the Eligible Lender Delaware Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by or with the assets of (a) employee benefit plans, retirement arrangements, individual retirement accounts or Kxxxx plans (as defined in section 3(3) of ERISA) that are subject to the provisions of either Title I of ERISAthe Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Code; or (b) plans described in section 4975(e)(1entities (including insurance company general accounts) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's the investment by any such plans, arrangements or accounts in such entities (each, a "“Benefit Plan"Plan Investor”). By accepting and holding Each transferee of a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed required to have represented and warranted represent substantially in the form of the Representation Letter attached hereto as Exhibit B (i) that it is not a Benefit Plan, Plan Investor and is not purchasing acquiring such Trust Certificates on behalf Certificate with the assets of a Benefit Plan Investor; and is not using assets of a Plan to purchase any Certificates and to have agreed (ii) that if the such Trust Certificate is subsequently deemed to be a plan asset, the Certificateholder it will promptly dispose of the such Trust Certificate. Each Trust Certificate shall bear a legend referring to the restrictions contained in this paragraph.

Registration of Transfer and Exchange of Trust Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in whichRegister, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee . The Certificate Register shall provide for the registration of Trust Certificates and transfers and exchanges of Trust Certificates as provided herein. The Trust Agent, as agent for the Trust, is hereby initially appointed Certificate Registrar for the purpose of registering Trust Certificates and transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank shall be In the initial event that, subsequent to the Closing Date, the Trust Agent notifies the Servicer that the Trust Agent is unable to act as Certificate Registrar. , the Servicer shall appoint another bank or trust company, having an office or agency located in The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Depositor, to act as successor Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8of the Certificate Registrar, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank the Trust Agent, as its authenticating agent agent, to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. principal amount. (c) At the option of a CertificateholderHolder of a Trust Certificate, Trust Certificates may be exchanged for other Trust Certificates of in authorized denominations of a like aggregate amount principal amount, upon surrender of the Trust Certificates to be exchanged at the office of the Certificate Registrar. Whenever any Trust Certificates are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or agency maintained pursuant shall cause the Trust Agent, as its authenticating agent, to Section 3.8authenticate and deliver) the Trust Certificates that the Holder making the exchange is entitled to receive. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee Trust Agent and the Certificate Registrar duly executed by the Certificateholder Holder thereof or his attorney duly authorized in writing. In addition, with such signature guaranteed by a member firm of the New York Stock Exchange each Residual Interest Instrument presented or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or and exchange shall must be cancelled accompanied by a letter from the prospective Owner certifying as to the representations set forth in Section 3.14(a) and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. (b). (d) No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or or, on its behalf, the Certificate Registrar Trust Agent, 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 Trust Certificates. The preceding . (e) All Trust Certificates surrendered for registration of transfer or exchange, if surrendered to any agent of the Owner Trustee under this Agreement, shall be delivered to the Trust Agent and promptly canceled by it, or, if surrendered to the Trust Agent, shall be promptly canceled by it, and no Trust Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust CertificatesAgreement. The Trust Certificates and any beneficial interest in such Agent shall dispose of canceled Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to accordance with the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificatenormal industry practice.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.9, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of Trust Certificates and of transfers transfer and exchanges of Trust Certificates as herein providedprovided herein. The Chase Manhattan Bank Eligible Lender Trustee shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.9, and compliance with the provisions set forth in Section 3.5, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.9. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee and the Certificate Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by a member firm of an entity acceptable to the New York Stock Exchange or a commercial bank or trust companyEligible Lender Trustee. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section 3.4 notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust CertificateDate.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank _______________ shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee and the Certificate Registrar duly executed by the Certificateholder Holder or his such Holder's attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make make, and the Certificate Registrar need shall not register transfers or exchanges of of, Trust Certificates for a period of 15 days preceding the due date for any Distribution Date payment with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in whichRegister, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee . The Certificate Register shall provide for the registration of Trust Certificates and transfers and exchanges of Trust Certificates as provided herein. JP Morgan Chase Bank, 450 West 33rd Street, 15th Floor, New York, New Xxxx 00001, Xxxention: Xxxxxxxxxx Xxxxxxx Xxxxxxxx (XXX) xx xxxxx xxx xxx Xxxxx Trustee, is hereby initially appointed Certificate Registrar for the purpose of registering Trust Certificates and transfers and exchanges of Trust Certificates as herein provided. The In the event that, subsequent to the Closing Date, the Owner Trustee notifies the Master Servicer that JP Morgan Chase Manhattan Bank shall be the initial is unable to act as Certificate Registrar, the Maxxxx Xxxxicer shall appoint another bank or trust company, having an office or agency located in The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar hereunder. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to any Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8of the Certificate Registrar, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. Certificate Percentage Interest. (c) At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount Certificate Percentage Interest, upon surrender of the Trust Certificates to be exchanged at the office of the Certificate Registrar. Whenever any Trust Certificates are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or agency maintained pursuant shall cause its authenticating agent to Section 3.8authenticate and deliver) the Trust Certificates that the Certificateholder making the exchange is entitled to receive. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder Holder thereof or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. . (d) No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. . (e) The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to or for the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason account of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an a beneficial interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Plan nor will it hold such Trust Certificates on behalf Certificate or a beneficial interest therein for the account of a Benefit Plan and Plan. Any person who is not using assets an affiliate of a Plan to purchase any Certificates the Seller and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose acquires more than 49.9% of the Trust Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no plan with respect to which it is a party in interest has or will acquire any interest in the Notes. (f) All Trust Certificates surrendered for registration of transfer or exchange, if surrendered any agent of the Owner Trustee under this Agreement, shall be delivered to the Owner Trustee and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Trust Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee shall dispose of cancelled Trust Certificates in accordance with the normal industry practice. (g) As a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Seller and the Certificate Registrar the following: (i) It has neither acquired nor will it transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificates (or any interest therein) to be marketed on or through an "established securities market" within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Transferor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee's ownership of Trust Certificates. (iii) It is not a Benefit Plan nor will it hold the Trust Certificates being transferred for the account of a Benefit Plan. The provisions of this Section generally are intended, among other things, to prevent the Trust from being characterized as a "publicly traded partnership" within the meaning of Section 7704 of the Code, in reliance on Treasury Regulations Section 1.7704-1(e) and (h), and the Seller shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank [ ] shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent Authenticating Agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agentAuthenticating Agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the related Certificateholder or his such Certificateholder’s attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make make, and the Certificate Registrar need shall not register transfers or exchanges of of, Trust Certificates for a period of 15 days preceding the due date for any Distribution Date payment with respect to the Trust Certificates. The Trust Certificates provisions of this Section are exclusive and any beneficial interest in such Trust Certificates may not be acquired by shall preclude (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (bextent lawful) plans described in section 4975(e)(1) of all other rights and remedies with respect to the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose transfer of the Trust CertificateCertificates.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank Owner Trustee shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank ____________, as its authenticating agent agent, to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like class and aggregate face amount dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by a member firm an "eligible guarantor institution" meeting the requirements of the New York Stock Certificate Registrar, which requirements include membership or participation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange or a commercial bank or trust companyAct. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank ___________________________ shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank __________________________ as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder Holder or his such Holder's attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make make, and the Certificate Registrar need shall not register transfers or exchanges of of, Trust Certificates for a period of 15 days preceding the due date for any Distribution Date payment with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08 hereof, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Delaware Trustee shall provide for the registration of the Trust Certificates and of transfers and exchanges of the Trust Certificates as herein provided. The Chase Manhattan Bank Delaware Trustee shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08 hereof, the Eligible Lender Delaware Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount Percentage Interest dated the date of authentication by the Eligible Lender Delaware Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08 hereof. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Delaware Trustee and the Certificate Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Eligible Lender Delaware Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Trust Certificates, but the Eligible Lender Delaware Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by or with the assets of (a) employee benefit plans, retirement arrangements, individual retirement accounts or Xxxxx plans (as defined in section 3(3) of ERISA) that are subject to the provisions of either Title I of ERISAthe Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Code; or (b) plans described in section 4975(e)(1entities (including insurance company general accounts) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's the investment by any such plans, arrangements or accounts in such entities (each, a "Benefit PlanPlan Investor"). By accepting and holding Each transferee of a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed required to have represented and warranted represent substantially in the form of the Representation Letter attached hereto as Exhibit B (i) that it is not a Benefit Plan, Plan Investor and is not purchasing acquiring such Trust Certificates on behalf Certificate with the assets of a Benefit Plan Investor; and is not using assets of a Plan to purchase any Certificates and to have agreed (ii) that if the such Trust Certificate is subsequently deemed to be a plan asset, the Certificateholder it will promptly dispose of the such Trust Certificate. Each Trust Certificate shall bear a legend referring to the restrictions contained in this paragraph.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank [CERTIFICATE REGISTRAR] shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank [AUTHENTICATING AGENT] as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the related Certificateholder or his such Certificateholder's attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make make, and the Certificate Registrar need shall not register transfers or exchanges of of, Trust Certificates for a period of 15 days preceding the due date for any Distribution Date payment with respect to the Trust Certificates. The Trust Certificates provisions of this Section are exclusive and any beneficial interest in such Trust Certificates may not be acquired by shall preclude (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (bextent lawful) plans described in section 4975(e)(1) all other rights and remedies with respect to the transfer of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust CertificateCertificates.

Registration of Transfer and Exchange of Trust Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee Certificate Registrar shall provide for the registration of Trust Certificates and and, subject to Section 3.10 hereof, of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank Trustee shall be the initial Certificate Registrar. Promptly upon written request therefor from the Owner Trustee, the Certificate Registrar shall provide to the Owner Trustee in writing such information regarding or contained in the Certificate Register as the Owner Trustee may reasonably request. The Owner Trustee shall be entitled to rely (and shall be fully protected in relying) on such information. (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Trustee shall execute, authenticate and deliver (or Certificate Registrar shall cause The Chase Manhattan Bank as its authenticating agent the Owner Trustee to execute on behalf of the Trust and the Certificate Registrar shall authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Trustee Certificate Registrar or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. 3.08. (c) Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer and accompanied by IRS Form X-0 XXX, X-0 ECI or W-9, as applicable, and such other documentation as may be required by the Owner Trustee in order to comply with Applicable Law, each in a form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the registered Certificateholder or his such registered Certificateholder’s attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee Certificate Registrar in accordance with its customary practice. . (d) No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in whichRegister, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee . The Certificate Register shall provide for the registration of Trust Certificates and transfers and exchanges of Trust Certificates as provided herein. JPMorgan Chase Bank at 0 Xxx Xxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000, Attention: Structured Finance Services (ABS), as agent for the Owner Trustee, is hereby initially appointed Certificate Registrar for the purpose of registering Trust Certificates and transfers and exchanges of Trust Certificates as herein provided. The In the event that, subsequent to the Closing Date, the Owner Trustee notifies the Master Servicer that JPMorgan Chase Manhattan Bank shall be the initial is unable to act as Certificate Registrar, the Master Servicer shall appoint another bank or trust company, having an office or agency located in The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar hereunder. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to any Certificate Registrar hereunder, as though named therein. (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8of the Certificate Registrar, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. Certificate Percentage Interest. (c) At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount Certificate Percentage Interest, upon surrender of the Trust Certificates to be exchanged at the office of the Certificate Registrar. Whenever any Trust Certificates are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or agency maintained pursuant shall cause its authenticating agent to Section 3.8authenticate and deliver) the Trust Certificates that the Certificateholder making the exchange is entitled to receive. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder Holder thereof or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. . (d) No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. . (e) The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to or for the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason account of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an a beneficial interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Plan nor will it hold such Trust Certificates on behalf Certificate or a beneficial interest therein for the account of a Benefit Plan and Plan. Any Person who is not using assets an affiliate of a Plan to purchase any Certificates the Seller and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose acquires more than 49.9% of the Trust Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no plan with respect to which it is a party in interest has or will acquire any interest in the Notes. (f) All Trust Certificates surrendered for registration of transfer or exchange, if surrendered any agent of the Owner Trustee under this Agreement, shall be delivered to the Owner Trustee and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Trust Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee shall dispose of cancelled Trust Certificates in accordance with the normal industry practice. (g) As a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Seller and the Certificate Registrar the following: (i) It has neither acquired nor will it transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificates (or any interest therein) to be marketed on or through an "established securities market" within the meaning of Section 7704(b)(1) of the Code, including an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for United States federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the transferor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee's ownership of Trust Certificates. (iii) It is not a Benefit Plan nor will it hold the Trust Certificates being transferred for the account of a Benefit Plan. The provisions of this Section generally are intended, among other things, to prevent the Trust from being characterized as a "publicly traded partnership" within the meaning of Section 7704 of the Code, in reliance on Treasury Regulations Sections 1.7704-1(e) and (h), and the Seller shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank [______________] shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank [_____________], as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount Certificate Percentage Interest dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount Certificate Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the related Certificateholder or his such Certificateholder’s attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make make, and the Certificate Registrar need shall not register transfers or exchanges of of, Trust Certificates for a period of 15 days preceding the due date for any Distribution Date payment with respect to the Trust Certificates. The Trust Certificates provisions of this Section are exclusive and any beneficial interest in such Trust Certificates may not be acquired by shall preclude (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (bextent lawful) plans described in section 4975(e)(1) of all other rights and remedies with respect to the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose transfer of the Trust CertificateCertificates.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan U.S. Bank Trust National Association shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent Authenticating Agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agentAuthenticating Agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the related Certificateholder or his such Certificateholder’s attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make make, and the Certificate Registrar need shall not register transfers or exchanges of of, Trust Certificates for a period of 15 days preceding the due date for any Distribution Date payment with respect to the Trust Certificates. The Trust Certificates provisions of this Section are exclusive and any beneficial interest in such Trust Certificates may not be acquired by shall preclude (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (bextent lawful) plans described in section 4975(e)(1) of all other rights and remedies with respect to the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose transfer of the Trust CertificateCertificates.

Registration of Transfer and Exchange of Trust Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in whichRegister, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee . The Certificate Register shall provide for the registration of the Trust Certificates Certificate and of transfers and exchanges of the Trust Certificates Certificate as provided herein. The Owner Trustee is hereby initially appointed Certificate Registrar for the purpose of registering the Trust Certificate and transfers and exchanges of the Trust Certificate as herein provided. The Chase Manhattan Bank shall be In the initial event that, subsequent to the Closing Date, the Owner Trustee notifies the Servicer that it is unable to act as Certificate Registrar. , the Servicer shall appoint another bank or trust company, having an office or agency located in the City of Chicago, Illinois, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any the Trust Certificate at the office or agency maintained pursuant to Section 3.8Owner Trustee Corporate Trust Office, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to execute, authenticate and deliver), in the name of the designated transferee or transfereestransferee, one or more new Trust Certificates in authorized denominations of a like representing the same aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of Certificate Interest as the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Certificate being surrendered. (c) Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder Holder thereof or his attorney duly authorized in writing. (d) No transfer of a Trust Certificate shall be made unless such transfer is made in a transaction which does not require registration or qualification under the Securities Act of 1933 or qualification under any state securities or “Blue Sky” laws. Neither the Owner Trustee nor the Certificate Registrar shall effect the registration of any transfer of a Trust Certificate unless, with prior to such signature guaranteed by a member firm transfer, the Owner Trustee shall have received an Opinion of Counsel that (x) the transfer of such Trust Certificate is being made pursuant to an effective registration under the Securities Act of 1933 or is exempt from the registration requirements of the New York Stock Exchange Securities Act of 1933 and (y) such transfer will not cause the Trust to be treated as an association (or a commercial bank or trust companypublicly traded partnership) taxable as a corporation for federal income tax purposes. Each Any transferee of a Trust Certificate surrendered must be either an Affiliate of the Trust Depositor or a Qualified Institutional Buyer. Prior to any resale, assignment or transfer of a Trust Certificate described in this Section 3.04, each prospective purchaser of a Trust Certificate shall have acknowledged, represented and agreed as follows: (i) It (and any Person for registration which it holds the Trust Certificate (or any interest therein)) neither has acquired nor will transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificate (or any interest therein) to be marketed on or through an “established securities market” within the meaning of transfer Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter-market or exchange an interdealer quotation system that regularly disseminates firm buy or sell quotations. (ii) It (and any Person for which it holds the Trust Certificate (or any interest therein), collectively for purposes of this Section 3.04(d), a “transferee”) either (A) is not, and will not become, a partnership, S corporation or grantor trust for U.S. federal income tax purposes (or a disregarded entity of any of the foregoing) or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more of the value of such interests in the transferee to be attributable to such transferee’s ownership of the Trust Certificate (or any interest therein). (iii) It understands that if it is acquiring any Trust Certificate (or any interest therein) for the account of one or more Persons, (A) it shall provide to the Owner Trustee and the Trust Depositor information as to the number of such Persons and any changes in the number of such Persons and (B) any such change in the number of Persons for whose account a Trust Certificate (or any interest therein) is held shall require the written consent of the Owner Trustee, which consent shall be cancelled granted unless the Owner Trustee determines that such proposed change in number of Persons would create a risk that the Trust would be classified for federal or any applicable state income tax purposes as an association (or a publicly traded partnership) taxable as a corporation. (iv) It understands that no subsequent transfer of a Trust Certificate (or any interest therein) is permitted unless (A) such transfer is of a Trust Certificate with a Certificate Interest of at least 5%, (B) it causes its proposed transferee to provide to the Owner Trustee and subsequently disposed the Trust Depositor a certificate substantially in the form of by Exhibit C hereto, or such other written statement as the Eligible Lender Owner Trustee shall prescribe and (C) the Owner Trustee (on behalf of the Trust) consents in accordance with its customary practicewriting to the proposed transfer, which consent shall be granted unless the Owner Trustee determines that such transfer would create a risk that the Trust would be classified for federal or any applicable state income tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would cause the number of beneficial owners of the Trust Certificate in the aggregate to exceed 100 or otherwise cause the Trust to become a publicly traded partnership for income tax purposes shall be a void transfer. Notwithstanding anything else to the contrary herein, any purported transfer of a Trust Certificate (or any interest therein) to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. The Owner Trustee shall not be obligated to register any transfer of a Trust Certificate (or any interest therein) unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (e) No service charge shall be made for any registration of transfer or exchange of a Trust CertificatesCertificate (or any interest therein), but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate (or an any interest therein, the Certificateholder thereof or ). (f) Any Trust Certificate Owner thereof surrendered for registration of transfer shall be deemed to have represented canceled and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if subsequently destroyed by the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust CertificateOwner Trustee.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank Owner Trustee shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank [ ], as its authenticating agent agent, to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like class and aggregate face amount dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by a member firm an "eligible guarantor institution" meeting the requirements of the New York Stock Certificate Registrar, which requirements include membership or participation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange or a commercial bank or trust companyAct. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank Owner Trustee shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount Percentage Interest dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder or his attorney duly authorized in writing. In addition, with such signature guaranteed each Certificate presented or surrendered for registration of transfer and exchange must be accompanied by a member firm of letter from the New York Stock Exchange or a commercial bank or trust companyProspective Holder certifying as to the representations set forth in Section 3.11(a), (b), and (c). Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make and the Certificate Registrar need shall not register transfers transfer or exchanges of Trust Certificates for a period of 15 days preceding any Distribution the Payment Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee Certificate Registrar shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank Citibank, N.A. shall be the initial Certificate Registrar. 6 (2017-B Amended and Restated Trust Agreement) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent Authenticating Agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agentAuthenticating Agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the related Certificateholder or his such Certificateholder’s attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make make, and the Certificate Registrar need shall not register transfers or exchanges of of, Trust Certificates for a period of 15 10 days preceding the due date for any Distribution Date payment with respect to the Trust Certificates. The Trust Certificates provisions of this Section are exclusive and any beneficial interest in such Trust Certificates may not be acquired by shall preclude (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (bextent lawful) plans described in section 4975(e)(1) of all other rights and remedies with respect to the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose transfer of the Trust CertificateCertificates.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank Wilmington Trust Company shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank Citibank, N.A. as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount Certificate Percentage Interest dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount Certificate Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the related Certificateholder or his such Certificateholder's attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make make, and the Certificate Registrar need shall not register transfers or exchanges of of, Trust Certificates for a period of 15 days preceding the due date for any Distribution Date payment with respect to the Trust Certificates. The Trust Certificates provisions of this Section are exclusive and any beneficial interest in such Trust Certificates may not be acquired by shall preclude (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (bextent lawful) plans described in section 4975(e)(1) of all other rights and remedies with respect to the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose transfer of the Trust CertificateCertificates.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank Administrator shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank the Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a Certificateholderan Owner, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder Owner or his attorney duly authorized in writing. In addition, with such signature guaranteed each Residual Interest Instrument presented or surrendered for registration of transfer and exchange must be accompanied by a member firm of letter from the New York Stock Exchange or a commercial bank or trust companyProspective Owner certifying as to the representations set forth in Section 3.14(a) and (b). Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently canceled disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make and the Certificate Registrar need shall not register transfers transfer or exchanges of Trust Certificates for a period of 15 days preceding the due date for any Distribution Date payment with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in whichRegister, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee . The Certificate Register shall provide for the registration of the Trust Certificates and of transfers and exchanges of the Trust Certificates as provided herein. The Owner Trustee is hereby initially appointed Certificate Registrar for the purpose of registering the Trust Certificates and transfers and exchanges of the Trust Certificates as herein provided. The Chase Manhattan Bank shall be In the initial event that, subsequent to the Closing Date, the Owner Trustee notifies the Servicer that it is unable to act as Certificate Registrar. , the Servicer shall appoint another bank or trust company, having an office or agency located in the City of Chicago, Illinois, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any a Trust Certificate at the office or agency maintained pursuant to Section 3.8Owner Trustee Corporate Trust Office, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transfereestransferee, one or more new Trust Certificates in authorized denominations of a like representing the same aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Certificate Interest. (c) Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder Holder thereof or his attorney duly authorized in writing, with . (d) No transfer of a Trust Certificate shall be made unless such signature guaranteed by transfer is made in a member firm transaction which does not require registration or qualification under the Securities Act of 1933 or qualification under any state securities or “Blue Sky” laws. Neither the Owner Trustee nor the Certificate Registrar shall effect the registration of any transfer of a Trust Certificate unless prior to such transfer the Owner Trustee shall have received an Opinion of Counsel that (x) the transfer of such Trust Certificate is being made pursuant to an effective registration under the Securities Act of 1933 or is exempt from the registration requirements of the New York Stock Exchange Securities Act of 1933 and (y) such transfer will not cause the Trust to be treated as an association (or a commercial bank or trust companypublicly traded partnership) taxable as a corporation for federal income tax purposes. Each Any transferee of a Trust Certificate surrendered must be either an Affiliate of the Trust Depositor or a Qualified Institutional Buyer. Prior to any resale, assignment or transfer of a Trust Certificate described in this Section 3.04, each prospective purchaser of a Trust Certificate shall have acknowledged, represented and agreed as follows: (i) It (and any Person for registration which it holds Trust Certificates) has neither acquired nor will it transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificate (or any interest therein) to be marketed on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. (ii) It (and any Person for which it holds Trust Certificates, collectively for purposes of this Section 3.4(d), a “transferee”) either (A) is not, and will not become, a partnership, S corporation or grantor trust for U.S. federal income tax purposes (or a disregarded entity of any of the foregoing) or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or, if the Owner Trustee has received an Opinion of Counsel in form and substance acceptable to the Trust Depositor that the proposed transfer to such transferee will not cause the Trust to be treated as a publicly traded partnership within the meaning of Section 7704 of the Code, such other percentage as the Owner Trustee may establish prior to the time of such proposed transfer) of the value of such interests in the transferee to be attributable to such transferee’s ownership of Trust Certificates. (iii) It understands that if it is acquiring any Trust Certificate for the account of one or exchange more Persons, (A) it shall provide to the Owner Trustee and the Trust Depositor information as to the number of such Persons and any changes in the number of such Persons and (B) any such change in the number of Persons for whose account a Trust Certificate is held shall require the written consent of the Owner Trustee, which consent shall be cancelled granted unless the Owner Trustee determines that such proposed change in number of Persons would create a risk that the Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation. (iv) It understands that no subsequent transfer of the Trust Certificates (or any interest therein) is permitted unless (A) such transfer is of a Trust Certificate with a Certificate Interest of at least 5%, (B) it causes its proposed transferee to provide to the Owner Trustee and subsequently disposed the Trust Depositor a letter substantially in the form of by Exhibit C hereto, or such other written statement as the Eligible Lender Owner Trustee shall prescribe and (C) the Trust consents in accordance with its customary practicewriting to the proposed transfer, which consent shall be granted unless the Owner Trustee determines that such transfer would either create a risk that the Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would cause the number of beneficial owners of Trust Certificates in the aggregate to exceed 100 or otherwise cause the Trust to become a publicly traded partnership for income tax purposes shall be a void transfer. Notwithstanding anything else to the contrary herein, any purported transfer of a Trust Certificate or an interest therein to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. The Owner Trustee shall not be obligated to register any transfer of a Trust Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (e) No service charge shall be made for any registration of transfer or exchange of a Trust CertificatesCertificate, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate. (f) All Trust Certificates surrendered for registration of transfer shall be canceled and subsequently destroyed by the Owner Trustee.

Registration of Transfer and Exchange of Trust Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in whichRegister, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee . The Certificate Register shall provide for the registration of Trust Certificates and transfers and exchanges of Trust Certificates as provided herein. JPMorgan Chase Bank at 0 Xxx Xxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000, Attention: Structured Finance Services (ABS), as agent for the Owner Trustee, is hereby initially appointed Certificate Registrar for the purpose of registering Trust Certificates and transfers and exchanges of Trust Certificates as herein provided. The In the event that, subsequent to the Closing Date, the Owner Trustee notifies the Master Servicer that JPMorgan Chase Manhattan Bank shall be the initial is unable to act as Certificate Registrar, the Master Servicer shall appoint another bank or trust company, having an office or agency located in The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar hereunder. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to any Certificate Registrar hereunder, as though named therein. (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8of the Certificate Registrar, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. Certificate Percentage Interest. (c) At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount Certificate Percentage Interest, upon surrender of the Trust Certificates to be exchanged at the office of the Certificate Registrar. Whenever any Trust Certificates are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or agency maintained pursuant shall cause its authenticating agent to Section 3.8authenticate and deliver) the Trust Certificates that the Certificateholder making the exchange is entitled to receive. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder Holder thereof or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. . (d) No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. . (e) The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to or for the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason account of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an a beneficial interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Plan nor will it hold such Trust Certificates on behalf Certificate or a beneficial interest therein for the account of a Benefit Plan and Plan. Any Person who is not using assets an affiliate of the Seller and acquires more than [49.9%]of the Trust Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no plan with respect to which it is a party in interest has or will acquire any interest in the Notes. (f) All Trust Certificates surrendered for registration of transfer or exchange, if surrendered any agent of the Owner Trustee under this Agreement, shall be delivered to the Owner Trustee and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Trust Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee shall dispose of cancelled Trust Certificates in accordance with the normal industry practice. (g) As a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Seller and the Certificate Registrar the following: (i) It has neither acquired nor will it transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificates (or any interest therein) to be marketed on or through an "established securities market" within the meaning of Section 7704(b)(1) of the Code, including an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for United States federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, [50%] or more (or such other percentage as the transferor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee's ownership of Trust Certificates. (iii) It is not a Benefit Plan to purchase any Certificates and to have agreed that if nor will it hold the Trust Certificate is deemed Certificates being transferred for the account of a Benefit Plan. The provisions of this Section generally are intended, among other things, to be prevent the Trust from being characterized as a plan asset, "publicly traded partnership" within the Certificateholder will promptly dispose meaning of Section 7704 of the Code, in reliance on Treasury Regulations Sections 1.7704-1(e) and (h), and the Seller shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank Owner Trustee shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank [ ], as its authenticating agent agent, to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like class and aggregate face amount dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by a member firm an “eligible guarantor institution” meeting the requirements of the New York Stock Certificate Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange or a commercial bank or trust companyAct. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar Trust shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register Register”) in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee Trust shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Paying Agent shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The Chase Manhattan Bank initial Trust Certificate shall be registered in the name of [“CNH Capital Receivables LLC”] as the initial Certificate Registrarregistered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage of a like aggregate amount dated beneficial interest in the date of authentication Trust transferred by the Eligible Lender Trustee or any authenticating agentsuch transferor. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee and the Certificate Registrar duly executed by by, the Certificateholder thereof or his attorney duly authorized in writing, with such signature guaranteed by . No transfer of a member firm Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the New York Stock Exchange Seller and the transferor is not the Seller or a commercial bank an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or trust companyapplicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by by: (a) an employee benefit plans plan (as defined in section Section 3(3) of ERISA) that are is subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts a plan described in Section 408(a4975(e)(1) of the Code or Xxxxx plans, or (c) entities any entity whose underlying assets include plan assets by reason of any of the foregoing (each a plan's investment in such entities (each, a "“Benefit Plan"”). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, . The Trustee shall have no obligation to determine whether or not a Certificateholder of a Trust Certificate is or is not purchasing Trust Certificates on behalf a Benefit Plan. Notwithstanding any other provision of this Agreement, no transfer of a Benefit Plan Trust Certificate or beneficial interest therein shall be allowed, and any such purported transfer shall be void ab initio, if such transfer would cause the Trust to have more than 100 partners within the meaning of Treasury Regulation section 1.7704-1(h)(1). For purposes of determining the number of partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust, will be treated as a partner in the Trust if more than 50 percent of the value of such person’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust. No transfer (or purported transfer) of a Trust Certificate (or any beneficial interest therein), whether to another Certificateholder or to a person who is not using assets a Certificateholder, shall be effective, and any such transfer (or purported transfer) shall be void ab initio, and no person shall otherwise become a Certificateholder, and none of a Plan the Trust, the Trustee, the Certificate Registrar or any of the Certificateholders will recognize such transfer (or purported transfer), unless the transferee has first represented and warranted in writing to purchase any Certificates and to have agreed that if the Trust that: (A) it is acquiring the Trust Certificate for its own account and is deemed the sole beneficial owner of such Trust Certificate; (B) the transfer is not being effected on or through (x) an “established securities market” within the meaning of Section 7704(a)(1) of the Code, including without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations or (y) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury Regulations thereunder; and (C) such transfer will not cause the Trust to be classified as a plan assetpublicly traded partnership for U.S. federal income tax purposes, the Certificateholder and such purchaser or transferee will promptly dispose not take any action, including any subsequent disposition of such Trust Certificate (or any beneficial interest therein), that would cause the Trust Certificateto be treated as a publicly traded partnership for U.S. federal income tax purposes.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of the Trust Certificates and of transfers and exchanges of the Trust Certificates as herein provided. The Chase Manhattan Bank Owner Trustee shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount Percentage Interest dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by or with the assets of (a) employee benefit plans, retirement arrangements, individual retirement accounts or Xxxxx plans (as defined in section 3(3) of ERISA) that are subject to the provisions of either Title I of ERISAthe Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended, or (b) plans described in section 4975(e)(1entities (including insurance company general accounts) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's the investment by any such plans, arrangements or accounts in such entities (each, a "“Benefit Plan"Plan Investor”). By accepting and holding Each transferee of a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed required to have represented and warranted represent (a) that it is not a Benefit Plan, Plan Investor and is not purchasing acquiring such Trust Certificates on behalf Certificate with the assets of a Benefit Plan Investor and is not using assets of a Plan to purchase any Certificates and to have agreed (b) that if the such Trust Certificate is subsequently deemed to be a plan asset, the Certificateholder it will promptly dispose of the such Trust Certificate. Each Trust Certificate shall bear a legend referring to the restrictions contained in this paragraph.

Registration of Transfer and Exchange of Trust Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in whichRegister, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee . The Certificate Register shall provide for the registration of Trust Certificates and transfers and exchanges of Trust Certificates as provided herein. The Chase Manhattan Bank, 450 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxtention: Structured Finance Services (ABS) as agent for the Owner Trustee, is hereby initially appointed Certificate Registrar for the purpose of registering Trust Certificates and transfers and exchanges of Trust Certificates as herein provided. In the event that, subsequent to the Closing Date, the Owner Trustee notifies the Master Servicer that The Chase Manhattan Bank shall be the initial is unable to act as Certificate Registrar. , the Master Servicer shall appoint another bank or trust company, having an office or agency located in The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8of the Certificate Registrar, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. principal amount. (c) At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of in authorized denominations of a like aggregate amount principal amount, upon surrender of the Trust Certificates to be exchanged at the office of the Certificate Registrar. Whenever any Trust Certificates are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or agency maintained pursuant shall cause its authenticating agent to Section 3.8authenticate and deliver) the Trust Certificates that the Certificateholder making the exchange is entitled to receive. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder Holder thereof or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. . (d) No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. . (e) The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to or for the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason account of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest thereinCertificate, the Certificateholder thereof or Certificate Owner Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Plan nor will it hold such Trust Certificates on behalf Certificate for the account of a Benefit Plan and is not using assets Plan. (f) All Trust Certificates surrendered for registration of a Plan transfer or exchange, if surrendered to purchase the Company or any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose agent of the Owner Trustee or the Company under this Agreement, shall be delivered to the Owner Trustee and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Trust Certificate.Certificates

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, 3.8 a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank Administrator shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank the Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a Certificateholderan Owner, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder Owner or his attorney duly authorized in writing. In addition, with such signature guaranteed each Residual Interest Certificate presented or surrendered for registration of transfer and exchange must be accompanied by a member firm of letter from the New York Stock Exchange or a commercial bank or trust companyProspective Owner certifying as to the representations set forth in Sections 3.10(a) and (b). Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make and the Certificate Registrar need shall not register transfers transfer or exchanges of Trust Certificates for a period of 15 days preceding the due date for any Distribution Date payment with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and and, subject to Section 3.10 hereof, of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank Owner Trustee shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Whenever any Trust Certificates are surrendered for exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver one or more new Trust Certificates dated the date of authentication by the Owner Trustee or any authenticating agent to the Certificateholder making such exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder or his such Certificateholder's attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank Administrator shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank the Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a Certificateholderan Owner, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder Owner or his attorney duly authorized in writing. In addition, with such signature guaranteed each Residual Interest Interest presented or surrendered for registration of transfer and exchange must be accompanied by a member firm of letter from the New York Stock Exchange or a commercial bank or trust companyProspective Owner certifying as to the representations set forth in Section 3.14(a) and (b). Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently canceled disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make and the Certificate Registrar need shall not register transfers transfer or exchanges of Trust Certificates for a period of 15 days preceding the due date for any Distribution Date payment with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee Certificate Registrar shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank Owner Trustee shall be the initial "Certificate Registrar". Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Trustee Owner Trustee, at the written direction of the Depositor, and upon the prior written consent of the Note Purchaser, as provided in Section 3.09(f), shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount Percentage Interest dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in the form satisfactory attached to the Eligible Lender Trustee and the form of Certificate Registrar attached hereto as Exhibit A duly executed by the Certificateholder or his attorney duly authorized in writing. In addition, with such signature guaranteed each Certificate presented or surrendered for registration of transfer and exchange must be accompanied by a member firm representation letter (an "Investment Letter") from the Prospective Holder, in the form of Exhibit C hereto, certifying as to the New York Stock Exchange or a commercial bank or trust companyrepresentations set forth in Section 3.09(a), (b) and (c). Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Eligible Lender Trustee Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section 3.04 notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need shall not register transfers or exchanges of Trust Certificates for a period of 15 fifteen (15) days preceding any Distribution the Payment Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of Title I 1933, as amended, the Securities Act of ERISA1934, (b) plans described in section 4975(e)(1) as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Code, including individual retirement accounts described in Section 408(a) of the Code Owner Trustee by a purchaser or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason transferee of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest thereinCertificate, the Certificateholder thereof or Certificate Owner thereof Trustee shall be deemed under a duty to have represented examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and warranted that it is shall promptly notify the party delivering the same if such Investment Letter does not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificateso conform.

Registration of Transfer and Exchange of Trust Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in whichRegister, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee . The Certificate Register shall provide for the registration of Trust Certificates and transfers and exchanges of Trust Certificates as provided herein. XX Xxxxxx Xxxxx Bank, 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Structured Finance Services (ABS) as agent for the Owner Trustee, is hereby initially appointed Certificate Registrar for the purpose of registering Trust Certificates and transfers and exchanges of Trust Certificates as herein provided. The In the event that, subsequent to the Closing Date, the Owner Trustee notifies the Master Servicer that XX Xxxxxx Chase Manhattan Bank shall be the initial is unable to act as Certificate Registrar, the Master Servicer shall appoint another bank or trust company, having an office or agency located in The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar hereunder. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to any Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8of the Certificate Registrar, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. Certificate Percentage Interest. (c) At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount Certificate Percentage Interest, upon surrender of the Trust Certificates to be exchanged at the office of the Certificate Registrar. Whenever any Trust Certificates are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or agency maintained pursuant shall cause its authenticating agent to Section 3.8authenticate and deliver) the Trust Certificates that the Certificateholder making the exchange is entitled to receive. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder Holder thereof or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. . (d) No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. . (e) The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to or for the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason account of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an a beneficial interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Plan nor will it hold such Trust Certificates on behalf Certificate or a beneficial interest therein for the account of a Benefit Plan and Plan. Any person who is not using assets an affiliate of a Plan to purchase any Certificates the Seller and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose acquires more than 49.9% of the Trust Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no plan with respect to which it is a party in interest has or will acquire any interest in the Notes. (f) All Trust Certificates surrendered for registration of transfer or exchange, if surrendered any agent of the Owner Trustee under this Agreement, shall be delivered to the Owner Trustee and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Trust Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee shall dispose of cancelled Trust Certificates in accordance with the normal industry practice. (a) As a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Seller and the Certificate Registrar the following: (i) It has neither acquired nor will it transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificates (or any interest therein) to be marketed on or through an "established securities market" within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Transferor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee's ownership of Trust Certificates. (iii) It is not a Benefit Plan nor will it hold the Trust Certificates being transferred for the account of a Benefit Plan. The provisions of this Section generally are intended, among other things, to prevent the Trust from being characterized as a "publicly traded partnership" within the meaning of Section 7704 of the Code, in reliance on Treasury Regulations Section 1.7704-1(e) and (h), and the Seller shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. (a) The Certificate Registrar Owner Trustee shall keep or cause to be kept, kept at the office or agency to be maintained pursuant to Section 3.8SECTION 3.08 by a certificate registrar (the "CERTIFICATE REGISTRAR"), a Certificate Register register (the "CERTIFICATE REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee Certificate Registrar shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank shall be is hereby initially appointed Certificate Registrar for the initial purpose of registering Trust Certificates and transfers and exchanges of Trust Certificates as herein provided. In the event that, subsequent to the Closing Date, The Chase Manhattan Bank notifies the Administrator that it is unable to act as Certificate Registrar. , the Administrator shall appoint another bank or trust company, having an office or agency located in the City of Chicago, Illinois, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8Owner Trustee Corporate Trust Office, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. principal amount. (c) At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of in authorized denominations of a like aggregate amount principal amount, upon surrender of the Trust Certificates to be exchanged at the any such office or agency maintained pursuant agency. Whenever any Trust Certificates are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or shall cause its authenticating agent to Section 3.8authenticate and deliver) the Trust Certificates that the Certificateholder making the exchange is entitled to receive. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder Holder thereof or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. . (d) No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of . (e) All Trust Certificates surrendered for a period registration of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code transfer or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof exchange shall be deemed to have represented canceled and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if subsequently destroyed by the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust CertificateOwner Trustee.

Registration of Transfer and Exchange of Trust Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in whichRegister, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee . The Certificate Register shall provide for the registration of Trust Certificates and transfers and exchanges of Trust Certificates as provided herein. The Trust Agent, as agent for the Trust, is hereby initially appointed Certificate Registrar for the purpose of registering Trust Certificates and transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank shall be In the initial event that, subsequent to the Closing Date, the Trust Agent notifies the Administrator that the Trust Agent is unable to act as Certificate Registrar. , the Administrator shall appoint another bank or trust company, having an office or agency located in The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Depositor, to act as successor Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8of the Certificate Registrar, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank the Trust Agent, as its authenticating agent agent, to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. Percentage Interest. (c) At the option of a CertificateholderHolder of a Trust Certificate, Trust Certificates may be exchanged for other Trust Certificates of in authorized denominations of a like aggregate amount Percentage Interest, upon surrender of the Trust Certificates to be exchanged at the office of the Certificate Registrar. Whenever any Trust Certificates are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or agency maintained pursuant shall cause the Trust Agent, as its authenticating agent, to Section 3.8authenticate and deliver) the Trust Certificates that the Holder making the exchange is entitled to receive. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee Trust Agent and the Certificate Registrar duly executed by the Certificateholder Holder thereof or his attorney duly authorized in writing. In addition, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each each Trust Certificate presented or surrendered for registration of transfer or and exchange shall must be cancelled and subsequently disposed of accompanied by a letter from the Eligible Lender Trustee prospective Holder certifying as to the representations set forth in accordance with its customary practice. Section 3.11(a). (d) No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or or, on its behalf, the Certificate Registrar Trust Agent, 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 Trust Certificates. The preceding . (e) All Trust Certificates surrendered for registration of transfer or exchange, if surrendered to any agent of the Owner Trustee under this Agreement, shall be delivered to the Trust Agent and promptly canceled by it, or, if surrendered to the Trust Agent, shall be promptly canceled by it, and no Trust Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust CertificatesAgreement. The Trust Certificates and any beneficial interest in such Agent shall dispose of canceled Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to accordance with the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificatenormal industry practice.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank [___] shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or the Trust shall cause The Chase Manhattan Bank [___], as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount Certificate Percentage Interest dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount Certificate Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in the form satisfactory to the Eligible Lender Trustee and the Certificate Registrar attached hereto duly executed by the related Certificateholder or his such Certificateholder’s attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make make, and the Certificate Registrar need shall not register transfers or exchanges of of, Trust Certificates for a period of 15 fifteen (15) days preceding the due date for any Distribution Date payment with respect to the Trust Certificates. The Trust Certificates provisions of this Section are exclusive and any beneficial interest in such Trust Certificates may not be acquired by shall preclude (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (bextent lawful) plans described in section 4975(e)(1) of all other rights and remedies with respect to the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose transfer of the Trust CertificateCertificates.

Registration of Transfer and Exchange of Trust Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee Certificate Registrar shall provide for the registration of Trust Certificates and and, subject to Section 3.10 hereof, of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank Trustee shall be the initial Certificate Registrar. Promptly upon written request therefor from the Owner Trustee, the Certificate Registrar shall provide to the Owner Trustee in writing such information regarding or contained in the Certificate Register as the Owner Trustee may reasonably request. The Owner Trustee shall be entitled to rely (and shall be fully protected in relying) on such information. (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Trustee shall execute, authenticate and deliver (or Certificate Registrar shall cause The Chase Manhattan Bank as its authenticating agent the Owner Trustee to execute on behalf of the Trust and the Certificate Registrar shall authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Trustee Certificate Registrar or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. 3.08. (c) Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer and accompanied by Internal Revenue Service Form W-9 (or applicable successor form) and such other documentation as may be required by the Owner Trustee in order to comply with Applicable Law, each in a form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the registered Certificateholder or his such registered Certificateholder’s attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee Certificate Registrar in accordance with its customary practice. . (d) No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank [___________] shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank [___________] as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a Certificateholderholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder holder or his such holder's attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make make, and the Certificate Registrar need shall not register transfers or exchanges of of, Trust Certificates for a period of 15 days preceding the due date for any Distribution Date payment with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank [_____________] shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent Authenticating Agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agentAuthenticating Agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the related Certificateholder or his such Certificateholder's attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make make, and the Certificate Registrar need shall not register transfers or exchanges of of, Trust Certificates for a period of 15 days preceding the due date for any Distribution Date payment with respect to the Trust Certificates. The Trust Certificates provisions of this Section are exclusive and any beneficial interest in such Trust Certificates may not be acquired by shall preclude (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (bextent lawful) plans described in section 4975(e)(1) of all other rights and remedies with respect to the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose transfer of the Trust CertificateCertificates.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank Owner Trustee shall be the initial Certificate Registrar. Wilmington Trust Company shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder Holder or his such Holder's attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make make, and the Certificate Registrar need shall not register transfers or exchanges of of, Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar Trust shall keep or cause to be kept, at the office or agency maintained pursuant Trust Agreement to Section 3.8, a register (the "Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee Issuer shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Paying Agent shall be the "Certificate Registrar" for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. The Chase Manhattan Bank Upon any resignation of any Certificate Registrar, the Depositor shall be promptly appoint a successor or, if it elects not to make such an appointment, assume the initial duties of the Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agentprincipal amount. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations denominations, of a like aggregate amount principal amount, upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee and the Certificate Registrar duly executed by by, the Certificateholder Holder thereof or his attorney duly authorized in writing. No transfer of a Trust Certificate shall be registered unless the transferee shall have provided (i) an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or any applicable state laws, and (ii) an Officer's Certificate as to compliance with such signature guaranteed by a member firm Section 6.6 of the New York Stock Exchange or a commercial bank or trust companySale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. Agreement The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by by: (a) an employee benefit plans plan (as defined in section Section 3(3) of ERISA) that are is subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts a plan described in Section 408(a4975(e)(1) of the Code or Xxxxx plans, or (c) entities any entity whose underlying assets include plan assets by reason of a plan's investment in such entities the entity (each, each a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is . The Trustee shall have no obligation to determine whether or not purchasing Trust Certificates on behalf a Holder of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be or is not a plan asset, the Certificateholder will promptly dispose of the Trust CertificateBenefit Plan.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar Trust shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the "Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee Issuer shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Paying Agent shall be the "Certificate Registrar" for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. The Chase Manhattan Bank Upon any resignation of any Certificate Registrar, the Depositor shall be promptly appoint a successor or, if it elects not to make such an appointment, assume the initial duties of the Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, if the Eligible Lender requirements of Section 8-401(l) of the UCC are met, the Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agentprincipal amount. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations denominations, of a like aggregate amount principal amount, upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Trust Certificates are so surrendered for exchange, if the requirements of Section 8-401(l) of the UCC are met, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee and the Certificate Registrar duly executed by by, the Certificateholder Holder thereof or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. No service charge shall be made for any registration transfer of transfer or exchange of Trust Certificates, but the Eligible Lender Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to registered unless the transferee shall have represented provided (i) an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or applicable state laws, and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust (ii) an Officer's Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.as to

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, 3.8 a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank Owner Trustee shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount Certificate with the same Percentage Interest dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At agent provided that prior to such execution, authentication and delivery, the option Owner Trustee shall have received an Opinion of a CertificateholderCounsel, Trust Certificates may which shall be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender an expense of the Trust, to the effect that the proposed transfer will not (i) cause the Trust Certificates to be exchanged at characterized as an association (or a publicly traded partnership) taxable as a corporation or (ii) alter the office or agency maintained pursuant to Section 3.8tax characterization of the Notes for federal income tax purposes. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder Owner or his attorney duly authorized in writing. In addition, with such signature guaranteed each Trust Certificate presented or surrendered for registration of transfer and exchange must be accompanied by a member firm of letter from the New York Stock Exchange or a commercial bank or trust companyProspective Owner certifying as to the representations set forth in Sections 3.10(a) and (b). Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The Owner Trustee shall not make any transfer or re-registration of the Trust Certificates if, after such transfer or re-registration, there would be more than three Certificateholders. Each Certificateholder, by its acceptance of a Trust Certificate, shall be deemed to have represented and warranted that the number of ICA Owners with respect to all of its Trust Certificates shall not exceed four. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make and the Certificate Registrar need shall not register transfers transfer or exchanges of Trust Certificates for a period of 15 days preceding the due date for any Distribution Date payment with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank Owner Trustee shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount Percentage Interest dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder or his attorney duly authorized in writing. In addition, with such signature guaranteed each Certificate presented or surrendered for registration of transfer and exchange must be accompanied by a member firm of letter from the New York Stock Exchange or a commercial bank or trust companyProspective Holder certifying as to the representations set forth in Section 3.10(a), (b), and (c). Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make and the Certificate Registrar need shall not register transfers transfer or exchanges of Trust Certificates for a period of 15 days preceding any Distribution the Payment Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar (a) At all times during the term of this Trust Agreement, there shall keep or cause to be kept, maintained at the office or agency maintained pursuant to Section 3.8, of a registrar appointed by the Depositor (the "Certificate Register Registrar") a register (the "Certificate Register") in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Eligible Lender Trustee Certificate Registrar shall provide for the registration of Trust Certificates and the registration of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank Owner Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Trust Certificates and transfers and exchanges of Trust Certificates as herein provided. The Owner Trustee may appoint, by a written instrument delivered to the Depositor, any other bank or trust company to act as Certificate Registrar under such conditions as the Owner Trustee may prescribe, provided that the Owner Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the initial Owner Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. Upon The Depositor and the Owner Trustee shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. (b) No sale, transfer, or other disposition of any Trust Certificate may be made, and the Certificate Registrar shall refuse to register any such transfer, unless the Depositor (or, if the Depositor no longer exists, 100% of the Certificateholders) shall consent in writing to such sale, transfer, or other disposition. The Depositor (or any such other Certificateholder) shall be entitled to request from the parties interested in effecting such sale, transfer, or other disposition, and to rely upon, a certification of facts and/or an opinion of counsel which establishes to the satisfaction of the Depositor (or such other Certificateholder) that such sale, transfer, or other disposition is permissible under applicable law and the Related Agreements. (c) Transfer of any Trust Certificate is limited to "qualified institutional buyers" as defined in Rule 144A promulgated under the 1933 Act ("QIBs") purchasing for their own accounts or for the account of a QIB, whom the Certificateholder has informed, in each case, that the transfer is being made in reliance on Rule 144A, in a transaction meeting the requirements of Rule 144A, and to institutional "accredited investors" as defined in Rule 501(a)(1), (2), (3), or (7) (or any entity in which all of the equity owners come within such paragraphs) of Regulation D under the 1933 Act, in each case to a transferee which constitutes one "beneficial owner" and a qualified purchaser, as defined in the 1940 Act, and which is not purchasing with a view to distribution in violation of the 1933 Act. If a Certificateholder desires to transfer all or a portion of the interest represented by a Trust Certificate, the Certificateholder, as assignor, will be required to surrender the Trust Certificate to the Certificate Registrar and to execute and deliver to the Certificate Registrar an assignment request in the form attached thereto, and the proposed transferee will be required to execute and deliver to the Owner Trustee the Transfer Affidavit in the form attached thereto. No transfer shall be effective or shall be registered in the Certificate Register without the express prior written consent of the Owner Trustee. (d) No transfer of any ownership interest in a Trust Certificate shall be made to any Plan. Each prospective transferee of a Trust Certificate shall deliver to the Trust, the Certificate Registrar and the Indenture Trustee (a) an investment representation letter stating, that the prospective transferee is not a Plan, or (b) an Opinion of Counsel, at the expense of the transferring Certificateholder, which establishes to the satisfaction of the Trust, the Certificate Registrar and the Indenture Trustee that the purchase or holding of the Trust Certificate will not result in the Trust Estate being deemed to be "plan assets"' and subject to the fiduciary responsibility or prohibited transaction provisions of ERISA, the Code, or Similar Law and will not constitute or result in a prohibited transaction within the meaning of Section 406 or Section 407 of ERISA or Section 4975 of the Code, and will not subject the Trust, the Indenture Trustee or the Certificate Registrar to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code), which Opinion of Counsel shall not be an expense of the Indenture Trustee, the Trust Estate, Certificate Registrar or the Trust. Any transfer of a Trust Certificate that would violate, or result in a prohibited transaction under, ERISA or Section 4975 of the Code or any Similar Law shall be deemed absolutely null and void ab initio. (e) For so long as the Notes are outstanding and the Lien of the Indenture has not been satisfied and discharged, no sale, transfer, or other disposition of any Trust Certificate may be made, and the Certificate Registrar shall refuse to register any such transfer, unless the Owner Trustee shall have received written confirmation from the Rating Agency to the effect that such sale, transfer, or other disposition will not result in the qualification, downgrade or withdrawal of any then current rating on the Notes. (f) Each Trust Certificate shall bear a legend describing or referencing the restrictions on transferability set forth in Sections 12.1(b), (c) and (d). (g) Subject to compliance with Sections 12.1(b), (c) and (d), upon surrender for registration of transfer of any Trust Certificate at the office of the Certificate Registrar or agency maintained pursuant to Section 3.8at the office of its Agent in the City of New York, the Eligible Lender Owner Trustee shall execute, authenticate and the Certificate Registrar shall deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver)authenticate, in the name of the designated transferee or transferees, one or more new Trust Certificates of the same Class, in authorized denominations of denominations, evidencing in the aggregate a like aggregate amount Percentage Interest and dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. Certificate Registrar. (h) At the option of a any Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of the same Class, in authorized denominations of denominations, evidencing in the aggregate a like aggregate amount Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office of the Certificate Registrar, or agency maintained pursuant the office of its Agent in the City of New York. Whenever any Trust Certificates are so surrendered for exchange, the Owner Trustee shall execute and the Certificate Registrar shall authenticate and deliver, the Trust Certificates which the Certificateholder is entitled to Section 3.8. Every receive. (i) If the Owner Trustee or the Certificate Registrar so requires, every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by by, the Certificateholder thereof or his such person's attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. . (j) No service charge shall be made to the requesting Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. . (k) The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers shall cancel and retain or exchanges of destroy, in accordance with the Owner Trustee's retention policy then in effect, all Trust Certificates surrendered for a period registration of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code transfer or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificateexchange.

Registration of Transfer and Exchange of Trust Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in whichRegister, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee . The Certificate Register shall provide for the registration of Trust Certificates and transfers and exchanges of Trust Certificates as provided herein. The Trust Agent, as agent for the Trust, is hereby initially appointed Certificate Registrar for the purpose of registering Trust Certificates and transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank shall be In the initial event that, subsequent to the Closing Date, the Trust Agent notifies the Administrator that the Trust Agent is unable to act as Certificate Registrar. , the Administrator shall appoint another bank or trust company, having an office or agency located in The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Depositor, to act as successor Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8of the Certificate Registrar, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank the Trust Agent, as its authenticating agent agent, to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. principal amount. (c) At the option of a CertificateholderHolder of a Trust Certificate, Trust Certificates may be exchanged for other Trust Certificates of in authorized denominations of a like aggregate amount principal amount, upon surrender of the Trust Certificates to be exchanged at the office of the Certificate Registrar. Whenever any Trust Certificates are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or agency maintained pursuant shall cause the Trust Agent, as its authenticating agent, to Section 3.8authenticate and deliver) the Trust Certificates that the Holder making the exchange is entitled to receive. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee Trust Agent and the Certificate Registrar duly executed by the Certificateholder Holder thereof or his attorney duly authorized in writing. In addition, with such signature guaranteed by a member firm of the New York Stock Exchange each Residual Interest Instrument presented or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or and exchange shall must be cancelled accompanied by a letter from the prospective Owner certifying as to the representations set forth in Section 3.14(a) and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. (b). (d) No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or or, on its behalf, the Certificate Registrar Trust Agent, 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 Trust Certificates. The preceding . (e) All Trust Certificates surrendered for registration of transfer or exchange, if surrendered to any agent of the Owner Trustee under this Agreement, shall be delivered to the Trust Agent and promptly canceled by it, or, if surrendered to the Trust Agent, shall be promptly canceled by it, and no Trust Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust CertificatesAgreement. The Trust Certificates and any beneficial interest in such Agent shall dispose of canceled Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to accordance with the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificatenormal industry practice.

Registration of Transfer and Exchange of Trust Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in whichRegister, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee . The Certificate Register shall provide for the registration of Trust Certificates and transfers and exchanges of Trust Certificates as provided herein. The Trust Agent, as agent for the Trust, is hereby initially appointed Certificate Registrar for the purpose of registering Trust Certificates and transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank shall be In the initial event that, subsequent to the Closing Date, the Trust Agent notifies the Administrator that the Trust Agent is unable to act as Certificate Registrar. , the Administrator shall appoint another bank or trust company, having an office or agency located in The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Depositor, to act as successor Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8of the Certificate Registrar, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank the Trust Agent, as its authenticating agent agent, to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. Percentage Interest. (c) At the option of a CertificateholderHolder of a Trust Certificate, Trust Certificates may be exchanged for other Trust Certificates of in authorized denominations of a like aggregate amount Percentage Interest, upon surrender of the Trust Certificates to be exchanged at the office of the Certificate Registrar. Whenever any Trust Certificates are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or agency maintained pursuant shall cause the Trust Agent, as its authenticating agent, to Section 3.8authenticate and deliver) the Trust Certificates that the Holder making the exchange is entitled to receive. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee Trust Agent and the Certificate Registrar duly executed by the Certificateholder Holder thereof or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each In addition each Trust Certificate presented or surrendered for registration of transfer or and exchange shall must be cancelled and subsequently disposed of accompanied by a letter from the Eligible Lender Trustee prospective Holder certifying as to the representations set forth in accordance with its customary practice. Section 3.11(a). (d) No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or or, on its behalf, the Certificate Registrar Trust Agent, 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 Trust Certificates. The preceding . (e) All Trust Certificates surrendered for registration of transfer or exchange, if surrendered to any agent of the Owner Trustee under this Agreement, shall be delivered to the Trust Agent and promptly canceled by it, or, if surrendered to the Trust Agent, shall be promptly canceled by it, and no Trust Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust CertificatesAgreement. The Trust Certificates and any beneficial interest in such Agent shall dispose of canceled Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to accordance with the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificatenormal industry practice.

Registration of Transfer and Exchange of Trust Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee Certificate Registrar shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank shall be Depositor hereby appoints the Indenture Trustee as the initial Certificate Registrar. . (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, accompanied by the Eligible Lender certification appearing on the reverse of the form of the Certificate relating to Rule 144A, executed by the Holder of such Certificate, the Owner Trustee shall execute, authenticate and deliver deliver, (or shall cause The Chase Manhattan Bank the Certificate Registrar as its authenticating agent to authenticate and deliver), ) in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like alike class and aggregate face amount dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of the same class in authorized denominations of a like alike aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. . (c) Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by a member firm an "eligible guarantor institution" meeting the requirements of the New York Stock Certificate Registrar, which requirements include membership or participation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange or a commercial bank or trust companyAct. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Eligible Lender Trustee Certificate Registrar in accordance with its customary practice. . (d) No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank Bankers Trust Company shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, and upon satisfaction of the Eligible Lender conditions set forth below, the Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank Bankers Trust Company as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount Ownership Percentage dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like Ownership Percentage aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by (i) in the case of a transfer of a Certificate, an executed Investment Letter referred to in Section 3.10 or an opinion of consent (furnished at the cost of the transferee or transferor) satisfactory to the Owner Trustee to the effect that the transfer of such Certificate is exempt from the registration requirements of the Securities Act and would not result in adverse tax consequences to the Trust, the Noteholders or the Certificateholders and (ii) a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by a member firm an "eligible guarantor institution" meeting the requirements of the New York Stock Certificate Registrar, which requirements include membership or participation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange or a commercial bank or trust companyAct. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may but shall not be obligated to 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 Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. (a) The Certificate Registrar Trustee shall keep or cause to be kept, kept at one of the office offices or agency maintained pursuant agencies to be appointed by the Trustee in accordance with the provisions of this Section 3.84.02, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank shall be Upon satisfaction of the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8conditions set forth below, the Eligible Lender Trustee shall execute, authenticate execute and deliver (or the Certificate Registrar shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like Class and aggregate amount dated Percentage Interest. In addition, the date Trustee shall notify the Company of authentication by each transfer or exchange of the Eligible Lender Trustee or any authenticating agentTrust Certificates. The components relating to the Class A-1 Certificates are not separately transferable. (b) At the option of a Certificateholderthe Certificateholders, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like Class and aggregate amount Percentage Interest, upon surrender of the Trust Certificates to be exchanged at the any such office or agency maintained pursuant agency. Whenever any Trust Certificates are so surrendered for exchange the Trustee shall execute and the Certificate Registrar shall authenticate and deliver the Trust Certificates of such Class which the Certificateholder making the exchange is entitled to Section 3.8receive. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee and the Certificate Registrar duly executed by by, the Certificateholder Holder thereof or his attorney duly authorized in writing. (i) Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions. The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a United States Person and 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 Class R Certificate to a United States Person, with the Trustee shall require delivery to it, and shall not register the Transfer of any Class R Certificate until its receipt of, (I) an affidavit and agreement (a "Transfer Affidavit and Agreement" attached hereto as Exhibit C-1) from the proposed Transferee, representing and warranting, among other things, that it is a United States Person, that such signature guaranteed Transferee is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 4.02(c) and agrees to be bound by them and (II) a certificate, attached hereto as Exhibit C-2, 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. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a member firm proposed Transferee under clause (B) above, if the Trustee has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Class R Certificate and (y) not to transfer its Ownership Interest unless it provides a certificate to the Trustee in the form attached hereto as Exhibit C-2. (E) Each Person holding or acquiring an Ownership Interest in a Class R Certificate, by purchasing an Ownership Interest in such Trust Certificate, agrees to give the Trustee written notice that it is a "pass-through interest holder" within the meaning of Temporary Treasury Regulations 1.67-3T(a)(2)(A) immediately upon acquiring an Ownership Interest in a Class R Certificate, if it is, or is holding an Ownership Interest in a Class R Certificate on behalf of, a "pass-through interest holder." (ii) The Trustee will register the Transfer of any Class R Certificate only if it shall have received the Transfer Affidavit and Agreement, a certificate of the New York Stock Exchange Holder requesting such transfer in the form attached hereto as Exhibit C-2 and all of such other documents as shall have been reasonably required by the Trustee as a condition to such registration. Transfers of the Class R Certificate to Non-United States Persons and Persons other than Permitted Transferees are prohibited. (iii) 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 4.02(c) or for making any payments due on such Trust Certificate to the holder thereof or for taking any other action with respect to such holder under the provisions of this Agreement. (iv) The Certificate Administrator, on behalf of the Trustee, shall make available all information necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest to any Person who is not a Permitted Transferee, including the information regarding "excess inclusions" of such Class R Certificate required to be provided to the Internal Revenue Service and certain Persons as described in Treasury Regulation Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or organizations described in Section 1381 of the Code having as among its record holders at any time any Person who is not a Permitted Transferee. Reasonable compensation for providing such information may be required by the Certificate Administrator. (v) The provisions of this Section 4.02(c) set forth prior to this Section (v) may be modified, added or eliminated, provided that the following shall have been delivered to the Trustee: (A) a written notification from the Rating Agency to the effect that the modification, addition or elimination of such provisions will not cause such Rating Agency to downgrade its then-current ratings of the Trust Certificates; and (B) subject to Section 3.01(f) hereof, an Opinion of Counsel, which shall not be an expense of the Trustee, to the effect that such modification, addition or absence of such provisions will not cause the Trust Fund to cease to qualify as a REMIC and will not cause (x) the Trust Fund to be subject to an entity-level tax caused by the Transfer of any Class R Certificate to a Person that is not a Permitted Transferee or (y) a Certificateholder or another Person to be subject to a REMIC-related tax caused by the Transfer of a Class R Certificate to a Non-United States Person or a commercial bank or trust company. Each Trust Person that is not a Permitted Transferee. (d) In the case of any Class R Certificate surrendered presented for registration in the name of transfer any Person, either (A) the Trustee shall require an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee, the Company and the Certificate Administrator to the effect that the purchase or exchange holding of such Class R Certificate is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code (or comparable provisions of any subsequent enactments), and will not subject the Trustee, the Company or the Certificate Administrator to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee, the Company or the Certificate Administrator or (B) the prospective Transferee shall be cancelled required to provide the Trustee, the Company and subsequently disposed the Certificate Administrator with a certification to the effect set forth in paragraph fourteen of by Exhibit C-1, which the Eligible Lender Trustee may rely upon without further inquiry or investigation, or such other certifications as the Trustee may deem desirable or necessary in accordance with its customary practice. order to establish that such Transferee or the Person in whose name such registration is requested is not an employee benefit plan or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code, or any Person (including an investment manager, a named fiduciary or a trustee of any such plan) who is using "plan assets" of any such plan to effect such acquisition (each, a "Plan Investor"). (e) No service charge shall be made for any registration of transfer or exchange of Trust CertificatesCertificates of any Class, but the Eligible Lender Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee . (f) All Trust Certificates surrendered for transfer and exchange shall not be required to make and destroyed by the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date in accordance with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificateits customary procedures.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of the ownership of the beneficial interest pursuant to Section 3.01 and Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form prepared by the Depositor and satisfactory to the Eligible Lender Owner Trustee and delivered to the Owner Trustee and the Certificate Registrar (on which the Owner Trustee and the Certificate Registrar may conclusively rely upon) duly executed by the related Certificateholder or his such Certificateholder's attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make make, and the Certificate Registrar need shall not register transfers or exchanges of of, Trust Certificates for a period of 15 days preceding the due date for any Distribution Date payment with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank [______________] shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or the Trust shall cause The Chase Manhattan Bank [______________], as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount Certificate Percentage Interest dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount Certificate Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in the form satisfactory to the Eligible Lender Trustee and the Certificate Registrar attached hereto duly executed by the related Certificateholder or his such Certificateholder’s attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make make, and the Certificate Registrar need shall not register transfers or exchanges of of, Trust Certificates for a period of 15 days preceding the due date for any Distribution Date payment with respect to the Trust Certificates. The Trust Certificates provisions of this Section are exclusive and any beneficial interest in such Trust Certificates may not be acquired by shall preclude (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (bextent lawful) plans described in section 4975(e)(1) of all other rights and remedies with respect to the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose transfer of the Trust CertificateCertificates.

Registration of Transfer and Exchange of Trust Certificates. (a) The Certificate Registrar Trustee shall keep or cause to be kept, kept at one of the office offices or agency maintained pursuant agencies to be appointed by the Trustee in accordance with the provisions of this Section 3.84.02, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank shall be Upon satisfaction of the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8conditions set forth below, the Eligible Lender Trustee shall execute, authenticate execute and deliver (or the Certificate Registrar shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like Class and aggregate amount dated Percentage Interest. In addition, the date Trustee shall notify the Company of authentication by each transfer or exchange of the Eligible Lender Trustee or any authenticating agent. Trust Certificates. (b) At the option of a Certificateholderthe Certificateholders, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like Class and aggregate amount Percentage Interest, upon surrender of the Trust Certificates to be exchanged at the any such office or agency maintained pursuant agency. Whenever any Trust Certificates are so surrendered for exchange the Trustee shall execute and the Certificate Registrar shall authenticate and deliver the Trust Certificates of such Class which the Certificateholder making the exchange is entitled to Section 3.8receive. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee and the Certificate Registrar duly executed by by, the Certificateholder Holder thereof or his attorney duly authorized in writing. (i) Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions. The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a United States Person and 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 Class R Certificate to a United States Person, with the Trustee shall require delivery to it, and shall not register the Transfer of any Class R Certificate until its receipt of, (I) an affidavit and agreement (a "Transfer Affidavit and Agreement" attached hereto as Exhibit C-1) from the proposed Transferee, representing and warranting, among other things, that it is a United States Person, that such signature guaranteed Transferee is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 4.02(c) and agrees to be bound by them and (II) a certificate, attached hereto as Exhibit C-2, 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. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a member firm proposed Transferee under clause (B) above, if the Trustee has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Class R Certificate and (y) not to transfer its Ownership Interest unless it provides a certificate to the Trustee in the form attached hereto as Exhibit C-2. (E) Each Person holding or acquiring an Ownership Interest in a Class R Certificate, by purchasing an Ownership Interest in such Trust Certificate, agrees to give the Trustee written notice that it is a "pass-through interest holder" within the meaning of Temporary Treasury Regulations 1.67-3T(a)(2)(A) immediately upon acquiring an Ownership Interest in a Class R Certificate, if it is, or is holding an Ownership Interest in a Class R Certificate on behalf of, a "pass-through interest holder." (ii) The Trustee will register the Transfer of any Class R Certificate only if it shall have received the Transfer Affidavit and Agreement, a certificate of the New York Stock Exchange Holder requesting such transfer in the form attached hereto as Exhibit C-2 and all of such other documents as shall have been reasonably required by the Trustee as a condition to such registration. Transfers of the Class R Certificate to Non-United States Persons and Persons other than Permitted Transferees are prohibited. (iii) 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 4.02(c) or for making any payments due on such Trust Certificate to the holder thereof or for taking any other action with respect to such holder under the provisions of this Agreement. (iv) The Certificate Administrator, on behalf of the Trustee, shall make available all information necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest to any Person who is not a Permitted Transferee, including the information regarding "excess inclusions" of such Class R Certificate required to be provided to the Internal Revenue Service and certain Persons as described in Treasury Regulation Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or organizations described in Section 1381 of the Code having as among its record holders at any time any Person who is not a Permitted Transferee. Reasonable compensation for providing such information may be required by the Certificate Administrator. (v) The provisions of this Section 4.02(c) set forth prior to this Section (v) may be modified, added or eliminated, provided that the following shall have been delivered to the Trustee: (A) a written notification from the Rating Agency to the effect that the modification, addition or elimination of such provisions will not cause such Rating Agency to downgrade its then-current ratings of the Trust Certificates; and (B) subject to Section 3.01(f) hereof, an Opinion of Counsel, which shall not be an expense of the Trustee, to the effect that such modification, addition or absence of such provisions will not cause the Trust Fund to cease to qualify as a real estate mortgage investment conduit and will not cause (x) the Trust Fund to be subject to an entity-level tax caused by the Transfer of any Class R Certificate to a Person that is not a Permitted Transferee or (y) a Certificateholder or another Person to be subject to a real estate mortgage investment conduit related tax caused by the Transfer of a Class R Certificate to a Non-United States Person or a commercial bank or trust company. Each Trust Person that is not a Permitted Transferee. (d) In the case of any Class R Certificate surrendered presented for registration in the name of transfer any Person, either (A) the Trustee shall require an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee, the Company and the Certificate Administrator to the effect that the purchase or exchange holding of such Class R Certificate is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code (or comparable provisions of any subsequent enactments), and will not subject the Trustee, the Company or the Certificate Administrator to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee, the Company or the Certificate Administrator or (B) the prospective Transferee shall be cancelled required to provide the Trustee, the Company and subsequently disposed the Certificate Administrator with a certification to the effect set forth in paragraph fifteen of by Exhibit C-1, which the Eligible Lender Trustee may rely upon without further inquiry or investigation, or such other certifications as the Trustee may deem desirable or necessary in accordance with its customary practice. order to establish that such Transferee or the Person in whose name such registration is requested is not an employee benefit plan or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code, or any Person (including an investment manager, a named fiduciary or a trustee of any such plan) who is using "plan assets" of any such plan to effect such acquisition. (e) No service charge shall be made for any registration of transfer or exchange of Trust CertificatesCertificates of any Class, but the Eligible Lender Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee . (f) All Trust Certificates surrendered for transfer and exchange shall not be required to make and destroyed by the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date in accordance with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificateits customary procedures.

Registration of Transfer and Exchange of Trust Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in whichRegister, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee . The Certificate Register shall provide for the registration of Trust Certificates and transfers and exchanges of Trust Certificates as provided herein. The Trust Agent, as agent for the Trust, is hereby initially appointed Certificate Registrar for the purpose of registering Trust Certificates and transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank shall be the initial Certificate Registrar. . (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8of the Certificate Registrar, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank the Trust Agent, as its authenticating agent agent, to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. Percentage Interest. (c) At the option of a CertificateholderHolder of a Trust Certificate, Trust Certificates may be exchanged for other Trust Certificates of in authorized denominations of a like aggregate amount Percentage Interest, upon surrender of the Trust Certificates to be exchanged at the office of the Certificate Registrar. Whenever any Trust Certificates are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or agency maintained pursuant shall cause the Trust Agent, as its authenticating agent, to Section 3.8authenticate and deliver) the Trust Certificates that the Holder making the exchange is entitled to receive. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee Trust Agent and the Certificate Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such signature guaranteed and by a member firm of letter from the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of prospective Holder, as required by the Eligible Lender Trustee in accordance with its customary practice. Section 3.11(a). (d) No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or or, on its behalf, the Certificate Registrar Trust Agent, 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 Trust Certificates. The preceding . (e) All Trust Certificates surrendered for registration of transfer or exchange, if surrendered to any agent of the Owner Trustee under this Agreement, shall be delivered to the Trust Agent and promptly canceled by it, or, if surrendered to the Trust Agent, shall be promptly canceled by it, and no Trust Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust CertificatesAgreement. The Trust Certificates and any beneficial interest in such Agent shall dispose of canceled Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to accordance with the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificatenormal industry practice.

Registration of Transfer and Exchange of Trust Certificates. (a) The Certificate Registrar Trustee shall keep or cause to be kept, kept at one of the office offices or agency maintained pursuant agencies to be appointed by the Trustee in accordance with the provisions of this Section 3.84.02, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank shall be Upon satisfaction of the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8conditions set forth below, the Eligible Lender Trustee shall execute, authenticate execute and deliver (or the Certificate Registrar shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like Class and aggregate amount dated Percentage Interest. In addition, the date Trustee shall notify the Company of authentication by each transfer or exchange of the Eligible Lender Trustee or any authenticating agent. Trust Certificates. (b) At the option of a Certificateholderthe Certificateholders, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like Class and aggregate amount Percentage Interest, upon surrender of the Trust Certificates to be exchanged at the any such office or agency maintained pursuant agency. Whenever any Trust Certificates are so surrendered for exchange the Trustee shall execute and the Certificate Registrar shall authenticate and deliver the Trust Certificates of such Class which the Certificateholder making the exchange is entitled to Section 3.8receive. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee and the Certificate Registrar duly executed by by, the Certificateholder Holder thereof or his attorney duly authorized in writing. (i) Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions. The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a United States Person and 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 Class R Certificate to a United States Person, with the Trustee shall require delivery to it, and shall not register the Transfer of any Class R Certificate until its receipt of, (I) an affidavit and agreement (a "Transfer Affidavit and Agreement" attached hereto as Exhibit C-1) from the proposed Transferee, representing and warranting, among other things, that it is a United States Person, that such signature guaranteed Transferee is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 4.02(c) and agrees to be bound by them and (II) a certificate, attached hereto as Exhibit C-2, 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. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a member firm proposed Transferee under clause (B) above, if the Trustee has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Class R Certificate and (y) not to transfer its Ownership Interest unless it provides a certificate to the Trustee in the form attached hereto as Exhibit C-2. (E) Each Person holding or acquiring an Ownership Interest in a Class R Certificate, by purchasing an Ownership Interest in such Trust Certificate, agrees to give the Trustee written notice that it is a "pass-through interest holder" within the meaning of Temporary Treasury Regulations 1.67-3T(a)(2)(A) immediately upon acquiring an Ownership Interest in a Class R Certificate, if it is, or is holding an Ownership Interest in a Class R Certificate on behalf of, a "pass-through interest holder." (ii) The Trustee will register the Transfer of any Class R Certificate only if it shall have received the Transfer Affidavit and Agreement, a certificate of the New York Stock Exchange Holder requesting such transfer in the form attached hereto as Exhibit C-2 and all of such other documents as shall have been reasonably required by the Trustee as a condition to such registration. Transfers of the Class R Certificate to Non-United States Persons and Persons other than Permitted Transferees are prohibited. (iii) 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 4.02(c) or for making any payments due on such Trust Certificate to the holder thereof or for taking any other action with respect to such holder under the provisions of this Agreement. (iv) The Certificate Administrator, on behalf of the Trustee, shall make available all information necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest to any Person who is not a Permitted Transferee, including the information regarding "excess inclusions" of such Class R Certificate required to be provided to the Internal Revenue Service and certain Persons as described in Treasury Regulation Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or organizations described in Section 1381 of the Code having as among its record holders at any time any Person who is not a Permitted Transferee. Reasonable compensation for providing such information may be required by the Certificate Administrator. (v) The provisions of this Section 4.02(c) set forth prior to this Section (v) may be modified, added or eliminated, provided that the following shall have been delivered to the Trustee: (A) a written notification from the Rating Agency to the effect that the modification, addition or elimination of such provisions will not cause such Rating Agency to downgrade its then-current ratings of the Trust Certificates; and (B) subject to Section 3.01(f) hereof, an Opinion of Counsel, which shall not be an expense of the Trustee, to the effect that such modification, addition or absence of such provisions will not cause the Trust Fund to cease to qualify as a real estate mortgage investment conduit and will not cause (x) the Trust Fund to be subject to an entity-level tax caused by the Transfer of any Class R Certificate to a Person that is not a Permitted Transferee or (y) a Certificateholder or another Person to be subject to a real estate mortgage investment conduit related tax caused by the Transfer of a Class R Certificate to a Non-United States Person or a commercial bank or trust company. Each Trust Person that is not a Permitted Transferee. (d) In the case of any Class R Certificate surrendered presented for registration in the name of transfer any Person, either (A) the Trustee shall require an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee, the Company, the Certificate Insurer and the Certificate Administrator to the effect that the purchase or exchange holding of such Class R Certificate is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code (or comparable provisions of any subsequent enactments), and will not subject the Trustee, the Company, the Certificate Insurer or the Certificate Administrator to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee, the Company, the Certificate Insurer or the Certificate Administrator or (B) the prospective Transferee shall be cancelled required to provide the Trustee, the Company, the Certificate Insurer and subsequently disposed the Certificate Administrator with a certification to the effect set forth in paragraph fifteen of by Exhibit C-1, which the Eligible Lender Trustee may rely upon without further inquiry or investigation, or such other certifications as the Trustee may deem desirable or necessary in accordance with its customary practice. order to establish that such Transferee or the Person in whose name such registration is requested is not an employee benefit plan or other plan or arrangement subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code a ("Plan"), or any Person (including an investment manager, a named fiduciary or a trustee of any Plan) who is using "plan assets" of any Plan to effect such acquisition, within the meaning of the Department of Labor regulation 29 C.F.R. Section 2510.3-101. (e) No service charge shall be made for any registration of transfer or exchange of Trust CertificatesCertificates of any Class, but the Eligible Lender Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee . (f) All Trust Certificates surrendered for transfer and exchange shall not be required to make and destroyed by the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date in accordance with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificateits customary procedures.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank Eligible Lender Trustee shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank ___________________________________, as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of a Certificateholderholder of the Trust Certificates, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee and the Certificate Registrar duly executed by the Certificateholder holder of the Trust Certificates or his attorney duly authorized in writing, with such signature guaranteed by a member firm an "eligible guarantor institution" meeting the requirements of the New York Stock Certificate Registrar, which requirements include membership or participation in Security Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange or a commercial bank or trust companyAct. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) an employee benefit plans plan (as defined in section Section 3(3) of ERISA) that are is subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including an individual retirement accounts account described in Section 408(a) of the Code or Xxxxx plans, or (c) entities any entity whose underlying assets include plan assets by reason of a plan's investment in such entities the entity (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder holder of the Trust Certificates thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank [__________] shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or the Trust shall cause The Chase Manhattan Bank [__________], as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount Certificate Percentage Interest dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount Certificate Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in the form satisfactory to the Eligible Lender Trustee and the Certificate Registrar attached hereto duly executed by the related Certificateholder or his such Certificateholder’s attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make make, and the Certificate Registrar need shall not register transfers or exchanges of of, Trust Certificates for a period of 15 days preceding the due date for any Distribution Date payment with respect to the Trust Certificates. The Trust Certificates provisions of this Section are exclusive and any beneficial interest in such Trust Certificates may not be acquired by shall preclude (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (bextent lawful) plans described in section 4975(e)(1) of all other rights and remedies with respect to the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose transfer of the Trust CertificateCertificates.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder or his such Certificateholder's attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank [_______________] shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or the Trust shall cause The Chase Manhattan Bank [_______________], as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount Certificate Percentage Interest dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount Certificate Percentage Interest upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in the form satisfactory to the Eligible Lender Trustee and the Certificate Registrar attached hereto duly executed by the related Certificateholder or his such Certificateholder’s attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make make, and the Certificate Registrar need shall not register transfers or exchanges of of, Trust Certificates for a period of 15 fifteen (15) days preceding the due date for any Distribution Date payment with respect to the Trust Certificates. The Trust Certificates provisions of this Section are exclusive and any beneficial interest in such Trust Certificates may not be acquired by shall preclude (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (bextent lawful) plans described in section 4975(e)(1) of all other rights and remedies with respect to the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose transfer of the Trust CertificateCertificates.

Registration of Transfer and Exchange of Trust Certificates. (a) The Certificate Registrar Owner Trustee shall keep or cause to be kept, kept at the office or agency to be maintained pursuant to Section 3.8SECTION 3.8 by a certificate registrar (the "CERTIFICATE REGISTRAR"), a Certificate Register register (the "CERTIFICATE REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee Certificate Registrar shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank shall be Owner Trustee is hereby initially appointed Certificate Registrar for the initial purpose of registering Trust Certificates and transfers and exchanges of Trust Certificates as herein provided. In the event that, subsequent to the Closing Date, the Owner Trustee notifies the Servicer that it is unable to act as Certificate Registrar. , the Servicer shall appoint another bank or trust company, having an office or agency located in the City of Chicago, Illinois, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8Owner Trustee Corporate Trust Office, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. principal amount. (c) At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of in authorized denominations of a like aggregate amount principal amount, upon surrender of the Trust Certificates to be exchanged at the any such office or agency maintained pursuant agency. Whenever any Trust Certificates are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or shall cause its authenticating agent to Section 3.8authenticate and deliver) the Trust Certificates that the Certificateholder making the exchange is entitled to receive. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder Holder thereof or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. . (d) No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of . (e) All Trust Certificates surrendered for a period registration of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code transfer or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof exchange shall be deemed to have represented canceled and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if subsequently destroyed by the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust CertificateOwner Trustee.

Registration of Transfer and Exchange of Trust Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in whichRegister, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee . The Certificate Register shall provide for the registration of Trust Certificates and transfers and exchanges of Trust Certificates as provided herein. XX Xxxxxx Xxxxx Bank at 0 Xxx Xxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000, Attention: Structured Finance Services (ABS), as agent for the Owner Trustee, is hereby initially appointed Certificate Registrar for the purpose of registering Trust Certificates and transfers and exchanges of Trust Certificates as herein provided. The In the event that, subsequent to the Closing Date, the Owner Trustee notifies the Master Servicer that XX Xxxxxx Chase Manhattan Bank shall be the initial is unable to act as Certificate Registrar, the Master Servicer shall appoint another bank or trust company, having an office or agency located in The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar hereunder. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to any Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8of the Certificate Registrar, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. Certificate Percentage Interest. (c) At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount Certificate Percentage Interest, upon surrender of the Trust Certificates to be exchanged at the office of the Certificate Registrar. Whenever any Trust Certificates are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or agency maintained pursuant shall cause its authenticating agent to Section 3.8authenticate and deliver) the Trust Certificates that the Certificateholder making the exchange is entitled to receive. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder Holder thereof or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. . (d) No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. . (e) The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to or for the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason account of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an a beneficial interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Plan nor will it hold such Trust Certificates on behalf Certificate or a beneficial interest therein for the account of a Benefit Plan and Plan. Any Person who is not using assets an affiliate of a Plan to purchase any Certificates the Seller and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose acquires more than 49.9% of the Trust Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no plan with respect to which it is a party in interest has or will acquire any interest in the Notes. (f) All Trust Certificates surrendered for registration of transfer or exchange, if surrendered any agent of the Owner Trustee under this Agreement, shall be delivered to the Owner Trustee and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Trust Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee shall dispose of cancelled Trust Certificates in accordance with the normal industry practice. (g) As a condition to the registration of any transfer of a Trust Certificate, the prospective transferee shall be required to represent in writing to the Owner Trustee, the Seller and the Certificate Registrar the following: (i) It has neither acquired nor will it transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificates (or any interest therein) to be marketed on or through an "established securities market" within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation or grantor trust for United States federal income tax purposes or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the transferor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee's ownership of Trust Certificates. (iii) It is not a Benefit Plan nor will it hold the Trust Certificates being transferred for the account of a Benefit Plan. The provisions of this Section generally are intended, among other things, to prevent the Trust from being characterized as a "publicly traded partnership" within the meaning of Section 7704 of the Code, in reliance on Treasury Regulations Sections 1.7704-1(e) and (h), and the Seller shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar Trust shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the "Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee Issuer shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Paying Agent shall be the "Certificate Registrar" for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. The Chase Manhattan Bank Upon any resignation of any Certificate Registrar, the Depositor shall be promptly appoint a successor or, if it elects not to make such an appointment, assume the initial duties of the Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, if the Eligible Lender requirements of Section 8-401(l) of the UCC are met, the Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agentprincipal amount. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations denominations, of a like aggregate amount principal amount, upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Trust Certificates are so surrendered for exchange, if the requirements of Section 8-401(l) of the UCC are met, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee and the Certificate Registrar duly executed by by, the Certificateholder Holder thereof or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by by: (a) an employee benefit plans plan (as defined in section Section 3(3) of ERISA) that are is subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts a plan described in Section 408(a4975(e)(1) of the Code or Xxxxx plans, or (c) entities any entity whose underlying assets include plan assets by reason of a plan's investment in such entities the entity (each, each a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder Holder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, . The Trustee shall have no obligation to determine whether or not a Holder of a Trust Certificate or a Certificate Owner is or is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust CertificatePlan.

Registration of Transfer and Exchange of Trust Certificates. (a) The Certificate Registrar Trustee shall keep or cause to be kept, kept at one of the office offices or agency maintained pursuant agencies to be appointed by the Trustee in accordance with the provisions of this Section 3.84.02, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank shall be Upon satisfaction of the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8conditions set forth below, the Eligible Lender Trustee shall execute, authenticate execute and deliver (or the Certificate Registrar shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like Class and aggregate amount dated Percentage Interest. In addition, the date Trustee shall notify the Company of authentication by each transfer or exchange of the Eligible Lender Trustee or any authenticating agent. Trust Certificates. (b) At the option of a Certificateholderthe Certificateholders, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like Class and aggregate amount Percentage Interest, upon surrender of the Trust Certificates to be exchanged at the any such office or agency maintained pursuant agency. Whenever any Trust Certificates are so surrendered for exchange the Trustee shall execute and the Certificate Registrar shall authenticate and deliver the Trust Certificates of such Class which the Certificateholder making the exchange is entitled to Section 3.8receive. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee and the Certificate Registrar duly executed by by, the Certificateholder Holder thereof or his attorney duly authorized in writing. (i) Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions. The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a United States Person and 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 Class R Certificate to a United States Person, with the Trustee shall require delivery to it, and shall not register the Transfer of any Class R Certificate until its receipt of, (I) an affidavit and agreement (a "Transfer Affidavit and Agreement" attached hereto as Exhibit C-1) from the proposed Transferee, representing and warranting, among other things, that it is a United States Person, that such signature guaranteed Transferee is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 4.02(c) and agrees to be bound by them and (II) a certificate, attached hereto as Exhibit C-2, 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. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a member firm proposed Transferee under clause (B) above, if the Trustee has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Class R Certificate and (y) not to transfer its Ownership Interest unless it provides a certificate to the Trustee in the form attached hereto as Exhibit C-2. (E) Each Person holding or acquiring an Ownership Interest in a Class R Certificate, by purchasing an Ownership Interest in such Trust Certificate, agrees to give the Trustee written notice that it is a "pass-through interest holder" within the meaning of Temporary Treasury Regulations 1.67-3T(a)(2)(A) immediately upon acquiring an Ownership Interest in a Class R Certificate, if it is, or is holding an Ownership Interest in a Class R Certificate on behalf of, a "pass-through interest holder." (ii) The Trustee will register the Transfer of any Class R Certificate only if it shall have received the Transfer Affidavit and Agreement, a certificate of the New York Stock Exchange Holder requesting such transfer in the form attached hereto as Exhibit C-2 and all of such other documents as shall have been reasonably required by the Trustee as a condition to such registration. Transfers of the Class R Certificate to Non-United States Persons and Persons other than Permitted Transferees are prohibited. (iii) 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 4.02(c) or for making any payments due on such Trust Certificate to the holder thereof or for taking any other action with respect to such holder under the provisions of this Agreement. (iv) The Certificate Administrator, on behalf of the Trustee, shall make available all information necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest to any Person who is not a Permitted Transferee, including the information regarding "excess inclusions" of such Class R Certificate required to be provided to the Internal Revenue Service and certain Persons as described in Treasury Regulation Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or organizations described in Section 1381 of the Code having as among its record holders at any time any Person who is not a Permitted Transferee. Reasonable compensation for providing such information may be required by the Certificate Administrator. (v) The provisions of this Section 4.02(c) set forth prior to this Section (v) may be modified, added or eliminated, provided that the following shall have been delivered to the Trustee: (A) a written notification from the Rating Agency to the effect that the modification, addition or elimination of such provisions will not cause such Rating Agency to downgrade its then-current ratings of the Trust Certificates; and (B) subject to Section 9.01(f) hereof, an Opinion of Counsel, which shall not be an expense of the Trustee, to the effect that such modification, addition or absence of such provisions will not cause the Trust Fund to cease to qualify as a real estate mortgage investment conduit and will not cause (x) the Trust Fund to be subject to an entity-level tax caused by the Transfer of any Class R Certificate to a Person that is not a Permitted Transferee or (y) a Certificateholder or another Person to be subject to a real estate mortgage investment conduit related tax caused by the Transfer of a Class R Certificate to a Non-United States Person or a commercial bank or trust company. Each Trust Person that is not a Permitted Transferee. (d) In the case of any Class R Certificate surrendered presented for registration in the name of transfer any Person, either (A) the Trustee shall require an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee, the Company and the Certificate Administrator to the effect that the purchase or exchange holding of such Class R Certificate is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code (or comparable provisions of any subsequent enactments), and will not subject the Trustee, the Company or the Certificate Administrator to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee, the Company or the Certificate Administrator or (B) the prospective Transferee shall be cancelled required to provide the Trustee, the Company and subsequently disposed the Certificate Administrator with a certification to the effect set forth in paragraph fifteen of by Exhibit C-1, which the Eligible Lender Trustee may rely upon without further inquiry or investigation, or such other certifications as the Trustee may deem desirable or necessary in accordance with its customary practice. order to establish that such Transferee or the Person in whose name such registration is requested is not an employee benefit plan or other plan or arrangement subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code a ("Plan"), or any Person (including an investment manager, a named fiduciary or a trustee of any Plan) who is using "plan assets" of any Plan to effect such acquisition, within the meaning of the Department of Labor regulation 29 C.F.R. Section 2510.3-101. (e) No service charge shall be made for any registration of transfer or exchange of Trust CertificatesCertificates of any Class, but the Eligible Lender Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee . (f) All Trust Certificates surrendered for transfer and exchange shall not be required to make and destroyed by the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date in accordance with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificateits customary procedures.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at its offices located at 450 West 33rd Street, Xxx Xxxx, Xxx Xxxx 00000, xx xxxx xxxxx xxxxxe, the office or agency maintained pursuant address of which the Certificate Registrar shall provide in writing to Section 3.8the Owner Trustee and the Holders, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee Certificate Registrar shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at such office and, upon satisfaction of the office or agency maintained pursuant to Section 3.8conditions set forth below, the Eligible Lender Trustee Owner Trustee, in the name and on behalf of the Trust, shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate authenticate, issue and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount Ownership Percentage dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount Ownership Percentage upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8such office. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by a member firm an "eligible guarantor institution" meeting the requirements of the New York Stock Certificate Registrar, which requirements may include membership or participation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange or a commercial bank or trust companyAct. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Eligible Lender Trustee Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may may, but shall not be obligated to, 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 Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar Trust shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a register (the “Certificate Register Register”) in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee Trust shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates. The Trustee shall be the “Certificate Registrar” for the purpose of registering Trust Certificates and the transfers of Trust Certificates as herein provided. Upon any resignation of any Certificate Registrar, the Depositor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The Chase Manhattan Bank initial Trust Certificate shall be registered in the name of [“CNH Capital Receivables LLC”] as the initial Certificate Registrarregistered owner thereof. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates evidencing such transferee’s beneficial interest in authorized denominations the Trust, which Trust Certificates will be issued in amounts equal, in the aggregate, to the percentage of a like aggregate amount dated beneficial interest in the date of authentication Trust transferred by the Eligible Lender Trustee or any authenticating agentsuch transferor. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be exchanged for a new Trust Certificate evidencing the same percentage of beneficial interest in the Trust as the Trust Certificate so exchanged. Whenever any Trust Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver the Trust Certificates that the Certificateholder making the exchange is entitled to receive. All Trust Certificates issued upon any registration of transfer or exchange of Trust Certificates shall be entitled to the same benefits under this Agreement as the Trust Certificates surrendered upon such registration of transfer or exchange. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee and the Certificate Registrar duly executed by by, the Certificateholder thereof or his attorney duly authorized in writing, with such signature guaranteed by . No transfer of a member firm Trust Certificate shall be registered unless the transferee shall have provided (i) if the transferee is not the Seller or an Affiliate of the New York Stock Exchange Seller and the transferor is not the Seller or a commercial bank an Affiliate of the Seller, an opinion of counsel that no registration is required under the Securities Act of 1933, as amended, or trust companyapplicable State laws, and (ii) if the transferee is the Seller or an Affiliate of the Seller, an Officer’s Certificate as to compliance with Section 6.6 of the Sale and Servicing Agreement. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled canceled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Trust Certificates for a period of 15 days preceding any Distribution Date with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by by: (a) an employee benefit plans plan (as defined in section Section 3(3) of ERISA) that are is subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank Wilmington Trust, National Association shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent Authenticating Agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agentAuthenticating Agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the related Certificateholder or his such Certificateholder’s attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make make, and the Certificate Registrar need shall not register transfers or exchanges of of, Trust Certificates for a period of 15 10 days preceding the due date for any Distribution Date payment with respect to the Trust Certificates. The Trust Certificates provisions of this Section are exclusive and any beneficial interest in such Trust Certificates may not be acquired by shall preclude (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (bextent lawful) plans described in section 4975(e)(1) of all other rights and remedies with respect to the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose transfer of the Trust Certificate.Certificates. 9 (2013-B Amended and Restated Trust Agreement)

Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.83.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Chase Manhattan Bank shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.83.08, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.83.08. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Owner Trustee and the Certificate Registrar duly executed by the Certificateholder or his such Certificateholder's attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Eligible Lender Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make make, and the Certificate Registrar need shall not register transfers or exchanges of of, Trust Certificates for a period of 15 days preceding the due date for any Distribution Date payment with respect to the Trust Certificates. The Trust Certificates and any beneficial interest in such Trust Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA, (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Trust Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Trust Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Trust Certificate is deemed to be a plan asset, the Certificateholder will promptly dispose of the Trust Certificate.