Common use of Registration of Transfer and Exchange Clause in Contracts

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph (f) below, the Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche Bank Trust Company Americas shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the Excess Distribution Certificateholder, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph (f) below, the Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee Excess Distribution Certificate Registrar shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche Bank National Trust Company Americas shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, Deutsche Bank National Association Trust Company as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any its authenticating agent. At the option of the Excess Distribution Certificateholder, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee Excess Distribution Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the CodePlan, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iviii) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iiiii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph (f) below, the Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche Bank Trust Company Americas shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agentTrustee. At the option of the Excess Distribution Certificateholder, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee Excess Distribution Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Quarterly Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph (f) below, the an Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche Chase Manhattan Bank Trust Company Americas USA, National Association shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the holder of the Excess Distribution CertificateholderCertificate, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph (f) below, the Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee Excess Distribution Certificate Registrar shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche Bank Trust Company Americas shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association Deutsche Bank Trust Company Americas as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any its authenticating agent. At the option of the Excess Distribution Certificateholder, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee Excess Distribution Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph (f) below, the Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee Excess Distribution Certificate Registrar shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche Bank National Trust Company Americas shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, Deutsche Bank National Association Trust Company as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any its authenticating agent. At the option of the Excess Distribution Certificateholder, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee Excess Distribution Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph (f) below, the Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche Bank Trust Company Americas shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association N.A. as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the Excess Distribution Certificateholder, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru through entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Excess Distribution ------------------------------------- Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph (f) below, the an Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche Chase Manhattan Bank Trust Company Americas USA, National Association shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the holder of the Excess Distribution CertificateholderCertificate, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at kept a register (the office or agency maintained pursuant to paragraph (f“Certificate Register”) below, the Excess Distribution 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, if and to the Excess Distribution Certificate and of extent transfers and exchanges are permitted pursuant to Section 3.4(b), the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Xxxxx Fargo Bank, National Association is hereby appointed as the initial “Certificate Registrar”. Upon any resignation of the Excess Distribution Certificate Registrar, the Depositor shall promptly appoint a successor. (b) The Trust Certificates have not been and will not be registered under the Securities Act and will not be listed on any exchange. No transfer of a Trust Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Trust Certificateholder desiring to effect such transfer and such Trust Certificateholder’s prospective transferee shall each certify to the Owner Trustee in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the “Transferor Certificate”) and either Exhibit D (the “Investment Letter”) or Exhibit E (the “Rule 144A Letter”). Except in the case of a transfer as herein providedto which the proposed transferee has provided a Rule 144A Letter, there shall also be delivered to the Owner Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Securitization Trust or the Owner Trustee. Deutsche Bank The Depositor shall provide to any Trust Certificateholder and any prospective transferee designated by any such Trust Certificateholder, information regarding the Trust Certificates and the 2017-3 Exchange Note and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Trust Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Trust Certificateholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Securitization Trust, the Owner Trustee, the Trust Company Americas shall be and the initial Excess Distribution Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. Each Trust Certificate Registrar. to contain a legend in the form set forth on the form of Trust Certificate attached hereto as Exhibit A. (c) Upon surrender for registration of transfer or exchange of the Excess Distribution any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or agency maintained pursuant to paragraph (fexchange, provided that the requirements of Section 8-401(a) belowof the UCC are met, the Eligible Lender Owner Trustee upon written direction of the Depositor shall executeexecute on behalf of the Securitization Trust and shall, or shall cause the Authenticating Agent to, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transfereetransferee or transferees, one or more new Trust Certificates of a new Excess Distribution Certificate like aggregate Percentage Interest that the Trust Certificateholder making the exchange is entitled to receive and dated the date of such authentication of the Trust Certificates, as the case may be; provided that prior to such execution, authentication and delivery, the Owner Trustee and the Depositor shall have received an Issuer Tax Opinion. In no event shall there be more than ninety-five (95) Certificateholders of the Securitization Trust and the Titling Trust. If a Certificateholder is a partnership, grantor trust or S corporation for federal income tax purposes (each, a “Flow-Through Entity”), the interest in any Trust Certificates owned by such Flow-Through Entity shall represent less than 50% of the Eligible Lender Trustee value of the assets owned by such Flow-Through Entity and no special allocation of income, gain, loss, deduction or any authenticating agentcredit from the Certificates will be made among the beneficial owners of such Flow-Through Entity. At the option of the Excess Distribution a Trust Certificateholder, the Excess Distribution Certificate Trust Certificates may be exchanged for another Excess Distribution Certificate other Trust Certificates of like tenor and aggregate Percentage Interest upon surrender of the Excess Distribution Certificate Trust Certificates to be exchanged at the office or agency maintained pursuant to paragraph (f) belowSection 3.8. An Excess Distribution The Certificate Registrar shall require that every Trust Certificate presented or surrendered for registration of transfer or exchange shall be beneficially owned by a United States person within the meaning of Section 7701(a)(30) of the Code and shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-9 or such other form as may be reasonably required in form satisfactory to the Eligible Lender Trustee and the Excess Distribution Certificate Registrar duly executed by the holder thereof Trust Certificateholder or his such Person’s attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution CertificateTrust Certificates, but the Eligible Lender Owner Trustee or the Excess Distribution 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. The Certificate Registrar shall cancel and retain or destroy, in accordance with the Excess Distribution Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction. (d) The provisions of this Section generally are intended, among other things, to prevent the Securitization 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 Depositor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. (e) The Trust Certificates may not be acquired or held by or for the account of (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the fiduciary responsibility provisions of Title I of ERISA, (ii) a “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (iii) an entity whose underlying assets are deemed to include assets of an employee benefit plan or a plan described in (i) or (ii) above by reason of such employee benefit plan’s or a plan’s investment in the entity (each, a “Benefit Plan Investor”), or (iv) an employee benefit plan, a plan or other similar arrangement that is not a Benefit Plan Investor but is subject to federal, state, local, non-U.S. or other laws or regulations that are substantially similar to Section 406 of ERISA or Section 4975 of the Code (each of (i)-(iv), a “Benefit Plan Entity”). Each Trust Certificateholder shall be deemed to represent and warrant that it is not a Benefit Plan Entity. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make and the Excess Distribution Certificate Registrar need shall not register transfers any transfer or exchanges exchange of the Excess Distribution Certificate Trust Certificates for a period of 15 fifteen (15) days preceding the due date for any Distribution Date payment with respect to the Excess Distribution CertificateTrust Certificates. The Excess Distribution Notwithstanding anything contained herein to the contrary, neither the Certificate (including Registrar nor the Owner Trustee shall be responsible for ascertaining whether any beneficial interest therein) may not be acquired by transfer complies with the registration provisions or for exemptions from the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of Securities Act, the CodeExchange Act, if such acquisitionapplicable state securities law, ERISA, the Investment Company Act, other applicable law, or the management or servicing provisions of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign lawthis Agreement. Except that, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who an Investment Letter or Rule 144A Letter is not a United States person within required by this Section 3.4 and provided to the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the CodeOwner Trustee, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof Owner Trustee shall be deemed under a duty to have represented and warranted that examine the same solely to determine whether it is not acquiring conforms substantially on its face to the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificateapplicable form attached hereto.

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph (f) below, the an Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche Chase Manhattan Bank Trust Company Americas USA, National Association shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the holder of the Excess Distribution CertificateholderCertificate, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including and any beneficial interest therein) in the Excess Distribution Certificate may not be acquired by or for the account (a) employee benefit plans (as defined in section 3(3) of (iERISA) any Benefit Plan that are subject to the provisions of Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the CodeERISA, (iib) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30plans described in section 4975(e)(1) of the Code, or (iv) any “pass-thru entity” referred to including individual retirement accounts described in Section 1(h)(10)(D), (E) or (F408(a) of the CodeCode or Xxxxx plans, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iiic) aboveBenefit Plans. By accepting and holding the Excess Distribution CertificateCertificate or an interest therein, the holder hereof thereof shall be deemed to have represented and warranted that it is not acquiring a Benefit Plan, is not purchasing the Excess Distribution Certificate by or for on behalf of a Benefit Plan and is not using assets of a Plan to purchase the account of any entity in violation of the above restrictions, Excess Distribution Certificate and to have agreed that if such restrictions are violatedthe Excess Distribution Certificate is deemed to be a plan asset, the holder thereof will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph Section 3.08, a register (f) belowthe “Certificate Register”), the Excess Distribution 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, if and to the Excess Distribution Certificate extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers and exchanges of the Excess Distribution Trust Certificates. No transfer of a Trust Certificate as herein provided. Deutsche Bank Trust Company Americas shall be recognized except upon registration of such transfer. Wilmington Trust is hereby appointed as the initial Excess Distribution Certificate Registrar. Upon surrender for registration The Certificate Registrar hereby agrees to notify the Paying Agent in writing of transfer any changes to the Registered Holders of the Excess Distribution Trust Certificates. If the Certificate at the office or agency maintained pursuant Registrar shall for any reason become unable to paragraph (f) belowact as Certificate Registrar, the Eligible Lender Trustee Certificate Registrar shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent give prompt written notice to authenticate and deliver), in such effect to the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the Excess Distribution CertificateholderDepositor, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writingServicer. The Owner Trustee shall promptly appoint a successor, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange which shall be cancelled another trust company or bank, and subsequently disposed of by the Eligible Lender Trustee shall agree to act in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Agreement applicable to it as successor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. If and to the extent transfers are permitted pursuant to Section notwithstanding3.10, as a condition to the registration of any transfer of a Trust Certificate, the Eligible Lender Trustee prospective transferee shall not be required to make represent in writing to the Owner Trustee, the Depositor and the Excess Distribution Certificate Registrar need not register transfers the following: (i) It has neither acquired through nor will it transfer any Trust Certificate it purchases (or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not through or cause any such Trust Certificates (or any interest therein) to be acquired by traded or for the account of readily available on or through (iA) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person an “established securities market” within the meaning of Section 7701(a)(307704(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, or (ivB) any a “pass-thru entitysecondary market” referred to in (or the substantial equivalent thereof) within the meaning of Section 1(h)(10)(D), (E) or (F7704(b)(2) of the Code. (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 income direct or indirect beneficial owners of which pass-thru entity is includible directly any of the interests in such transferee have allowed or indirectly through one caused, or will allow or cause, 50% or more (or such other percentage as the Depositor may establish prior to the time of such pass-thru entities by proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000 and (B) it causes its proposed transferee to provide the Issuing Entity and the Certificate Registrar a letter substantially in the form of Exhibit B hereto; provided, however, that any person referred attempted transfer that would either cause (1) the number of registered holders of Trust Certificates to exceed 95 or (2) the number of holders of direct or indirect interests in clause the Titling Trust to exceed 50, shall be a void transfer. (iv) It understands that the Opinion of Counsel to the Issuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii) and (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph (f) below, the Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche Bank Trust Company Americas shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the Excess Distribution Certificateholder, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph clause (f) below, the an Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche JPMorgan Chase Bank Trust Company Americas shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph clause (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the holder of the Excess Distribution CertificateholderCertificate, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph clause (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee Excess Distribution Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph (f) below, the Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee Excess Distribution Certificate Registrar shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche Bank Trust Company Americas Xxxxx Fargo Bank, N.A. shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph (f) below, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Xxxxx Fargo Bank, National Association N.A. as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Owner Trustee or any its authenticating agent. At the option of the Excess Distribution Certificateholder, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee Excess Distribution Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution Certificate, but the Eligible Lender Owner Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the CodePlan, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iviii) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iiiii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph clause (f) below, the an Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche The Bank Trust Company Americas of New York shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph clause (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association The Bank of New York as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the holder of the Excess Distribution CertificateholderCertificate, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph clause (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates Affiliate of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee Excess Distribution Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Excess Distribution ------------------------------------- Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph (f) below, the an Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche Chase Manhattan Bank Trust Company Americas USA, National Association shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan The Chase Bank, National Association Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the holder of the Excess Distribution CertificateholderCertificate, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph (f) below, the an Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche The Bank Trust Company Americas of New York shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the holder of the Excess Distribution CertificateholderCertificate, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including and any beneficial interest therein) in the Excess Distribution Certificate may not be acquired by or for the account (a) employee benefit plans (as defined in Section 3(3) of (iERISA) any Benefit Plan that are subject to the provisions of Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the CodeERISA, (iib) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of plans described in Section 7701(a)(304975(e)(1) of the Code, or (iv) any “pass-thru entity” referred to including individual retirement accounts described in Section 1(h)(10)(D), (E) or (F408(a) of the CodeCode or Xxxxx plans, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iiic) aboveBenefit Plans. By accepting and holding the Excess Distribution CertificateCertificate or an interest therein, the holder hereof thereof shall be deemed to have represented and warranted that it is not acquiring a Benefit Plan, is not purchasing the Excess Distribution Certificate by or for on behalf of a Benefit Plan and is not using assets of a Plan to purchase the account of any entity in violation of the above restrictions, Excess Distribution Certificate and to have agreed that if such restrictions are violatedthe Excess Distribution Certificate is deemed to be a plan asset, the holder thereof will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph clause (f) below, the an Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche Bank Trust Company Americas JPMorgan Chase Bank, National Association shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph clause (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the holder of the Excess Distribution CertificateholderCertificate, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph clause (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee Excess Distribution Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at kept a register (the office or agency maintained pursuant to paragraph (f“Certificate Register”) below, the Excess Distribution 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, if and to the Excess Distribution Certificate and of extent transfers and exchanges are permitted pursuant to Section 3.4(b), the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Xxxxx Fargo Bank, National Association is hereby appointed as the initial “Certificate Registrar”. Upon any resignation of the Excess Distribution Certificate Registrar, the Depositor shall promptly appoint a successor. (b) The Trust Certificates have not been and will not be registered under the Securities Act and will not be listed on any exchange. No transfer of a Trust Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Trust Certificateholder desiring to effect such transfer and such Trust Certificateholder’s prospective transferee shall each certify to the Owner Trustee in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the “Transferor Certificate”) and either Exhibit D (the “Investment Letter”) or Exhibit E (the “Rule 144A Letter”). Except in the case of a transfer as herein providedto which the proposed transferee has provided a Rule 144A Letter, there shall also be delivered to the Owner Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Securitization Trust or the Owner Trustee. Deutsche Bank The Depositor shall provide to any Trust Certificateholder and any prospective transferee designated by any such Trust Certificateholder, information regarding the Trust Certificates and the 2017-1 Exchange Note and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Trust Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Trust Certificateholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Securitization Trust, the Owner Trustee, the Trust Company Americas shall be and the initial Excess Distribution Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. Each Trust Certificate Registrar. to contain a legend in the form set forth on the form of Trust Certificate attached hereto as Exhibit A. (c) Upon surrender for registration of transfer or exchange of the Excess Distribution any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or agency maintained pursuant to paragraph (fexchange, provided that the requirements of Section 8-401(a) belowof the UCC are met, the Eligible Lender Owner Trustee upon written direction of the Depositor shall executeexecute on behalf of the Securitization Trust and shall, or shall cause the Authenticating Agent to, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transfereetransferee or transferees, one or more new Trust Certificates of a new Excess Distribution Certificate like aggregate Percentage Interest that the Trust Certificateholder making the exchange is entitled to receive and dated the date of such authentication of the Trust Certificates, as the case may be; provided that prior to such execution, authentication and delivery, the Owner Trustee and the Depositor shall have received an Issuer Tax Opinion. In no event shall there be more than ninety-five (95) Certificateholders of the Securitization Trust and the Titling Trust. If a Certificateholder is a partnership, grantor trust or S corporation for federal income tax purposes (each, a “Flow-Through Entity”), the interest in any Trust Certificates owned by such Flow-Through Entity shall represent less than 50% of the Eligible Lender Trustee value of the assets owned by such Flow-Through Entity and no special allocation of income, gain, loss, deduction or any authenticating agentcredit from the Certificates will be made among the beneficial owners of such Flow-Through Entity. At the option of the Excess Distribution a Trust Certificateholder, the Excess Distribution Certificate Trust Certificates may be exchanged for another Excess Distribution Certificate other Trust Certificates of like tenor and aggregate Percentage Interest upon surrender of the Excess Distribution Certificate Trust Certificates to be exchanged at the office or agency maintained pursuant to paragraph (f) belowSection 3.8. An Excess Distribution The Certificate Registrar shall require that every Trust Certificate presented or surrendered for registration of transfer or exchange shall be beneficially owned by a United States person within the meaning of Section 7701(a)(30) of the Code and shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-9 or such other form as may be reasonably required in form satisfactory to the Eligible Lender Trustee and the Excess Distribution Certificate Registrar duly executed by the holder thereof Trust Certificateholder or his such Person’s attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution CertificateTrust Certificates, but the Eligible Lender Owner Trustee or the Excess Distribution 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. The Certificate Registrar shall cancel and retain or destroy, in accordance with the Excess Distribution Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction. (d) The provisions of this Section generally are intended, among other things, to prevent the Securitization 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 Depositor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. (e) The Trust Certificates may not be acquired or held by or for the account of (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the fiduciary responsibility provisions of Title I of ERISA, (ii) a “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (iii) an entity whose underlying assets are deemed to include assets of an employee benefit plan or a plan described in (i) or (ii) above by reason of such employee benefit plan’s or a plan’s investment in the entity (each, a “Benefit Plan Investor”), or (iv) an employee benefit plan, a plan or other similar arrangement that is not a Benefit Plan Investor but is subject to federal, state, local, non-U.S. or other laws or regulations that are substantially similar to Section 406 of ERISA or Section 4975 of the Code (each of (i)-(iv), a “Benefit Plan Entity”). Each Trust Certificateholder shall be deemed to represent and warrant that it is not a Benefit Plan Entity. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make and the Excess Distribution Certificate Registrar need shall not register transfers any transfer or exchanges exchange of the Excess Distribution Certificate Trust Certificates for a period of 15 fifteen (15) days preceding the due date for any Distribution Date payment with respect to the Excess Distribution CertificateTrust Certificates. The Excess Distribution Notwithstanding anything contained herein to the contrary, neither the Certificate (including Registrar nor the Owner Trustee shall be responsible for ascertaining whether any beneficial interest therein) may not be acquired by transfer complies with the registration provisions or for exemptions from the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of Securities Act, the CodeExchange Act, if such acquisitionapplicable state securities law, ERISA, the Investment Company Act, other applicable law, or the management or servicing provisions of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign lawthis Agreement. Except that, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who an Investment Letter or Rule 144A Letter is not a United States person within required by this Section 3.4 and provided to the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the CodeOwner Trustee, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof Owner Trustee shall be deemed under a duty to have represented and warranted that examine the same solely to determine whether it is not acquiring conforms substantially on its face to the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificateapplicable form attached hereto.

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at kept a register (the office or agency maintained pursuant to paragraph (f“Certificate Register”) below, the Excess Distribution 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, if and to the Excess Distribution Certificate and of extent transfers and exchanges are permitted pursuant to Section 3.4(b), the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Xxxxx Fargo Bank, National Association is hereby appointed as the initial “Certificate Registrar”. Upon any resignation of the Excess Distribution Certificate Registrar, the Depositor shall promptly appoint a successor. (b) The Trust Certificates have not been and will not be registered under the Securities Act and will not be listed on any exchange. No transfer of a Trust Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Trust Certificateholder desiring to effect such transfer and such Trust Certificateholder’s prospective transferee shall each certify to the Owner Trustee in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the “Transferor Certificate”) and either Exhibit D (the “Investment Letter”) or Exhibit E (the “Rule 144A Letter”). Except in the case of a transfer as herein providedto which the proposed transferee has provided a Rule 144A Letter, there shall also be delivered to the Owner Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Securitization Trust or the Owner Trustee. Deutsche Bank The Depositor shall provide to any Trust Certificateholder and any prospective transferee designated by any such Trust Certificateholder, information regarding the Trust Certificates and the 2019-1 Exchange Note and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Trust Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Trust Certificateholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Securitization Trust, the Owner Trustee, the Trust Company Americas shall be and the initial Excess Distribution Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. Each Trust Certificate Registrar. to contain a legend in the form set forth on the form of Trust Certificate attached hereto as Exhibit A. (c) Upon surrender for registration of transfer or exchange of the Excess Distribution any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or agency maintained pursuant to paragraph (fexchange, provided that the requirements of Section 8-401(a) belowof the UCC are met, the Eligible Lender Owner Trustee upon written direction of the Depositor shall executeexecute on behalf of the Securitization Trust and shall, or shall cause the Authenticating Agent to, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transfereetransferee or transferees, one or more new Trust Certificates of a new Excess Distribution Certificate like aggregate Percentage Interest that the Trust Certificateholder making the exchange is entitled to receive and dated the date of such authentication of the Trust Certificates, as the case may be; provided that prior to such execution, authentication and delivery, the Owner Trustee and the Depositor shall have received an Issuer Tax Opinion. In no event shall there be more than ninety-five (95) Certificateholders of the Securitization Trust and the Titling Trust. If a Certificateholder is a partnership, grantor trust or S corporation for federal income tax purposes (each, a “Flow-Through Entity”), the interest in any Trust Certificates owned by such Flow-Through Entity shall represent less than 50% of the Eligible Lender Trustee value of the assets owned by such Flow-Through Entity and no special allocation of income, gain, loss, deduction or any authenticating agentcredit from the Certificates will be made among the beneficial owners of such Flow-Through Entity. At the option of the Excess Distribution a Trust Certificateholder, the Excess Distribution Certificate Trust Certificates may be exchanged for another Excess Distribution Certificate other Trust Certificates of like tenor and aggregate Percentage Interest upon surrender of the Excess Distribution Certificate Trust Certificates to be exchanged at the office or agency maintained pursuant to paragraph (f) belowSection 3.8. An Excess Distribution The Certificate Registrar shall require that every Trust Certificate presented or surrendered for registration of transfer or exchange shall be beneficially owned by a United States person within the meaning of Section 7701(a)(30) of the Code and shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-9, or such other form or documentation as may be reasonably required by the Owner Trustee or the Certificate Registrar in order to comply with Applicable Money Laundering Law, in form satisfactory to the Eligible Lender Trustee and the Excess Distribution Certificate Registrar or the Owner Trustee, as applicable, duly executed by the holder thereof Trust Certificateholder or his such Person’s attorney duly authorized in writing, with . No such signature (other than for transfers or exchanges to or among any Affiliates of transfer will be effective unless the Depositor) guaranteed by a member firm of Owner Trustee has received the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 practicedocumentation required hereunder. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution CertificateTrust Certificates, but the Eligible Lender Owner Trustee or the Excess Distribution 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. The Certificate Registrar shall cancel and retain or destroy, in accordance with the Excess Distribution Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction. (d) The provisions of this Section generally are intended, among other things, to prevent the Securitization 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 Depositor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. (e) The Trust Certificates may not be acquired or held by or for the account of (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the fiduciary responsibility provisions of Title I of ERISA, (ii) a “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (iii) an entity whose underlying assets are deemed to include assets of an employee benefit plan or a plan described in (i) or (ii) above by reason of such employee benefit plan’s or a plan’s investment in the entity (each, a “Benefit Plan Investor”), or (iv) an employee benefit plan, a plan or other similar arrangement that is not a Benefit Plan Investor but is subject to federal, state, local, non-U.S. or other laws or regulations that are substantially similar to Section 406 of ERISA or Section 4975 of the Code (each of (i)-(iv), a “Benefit Plan Entity”). Each Trust Certificateholder shall be deemed to represent and warrant that it is not a Benefit Plan Entity. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make and the Excess Distribution Certificate Registrar need shall not register transfers any transfer or exchanges exchange of the Excess Distribution Certificate Trust Certificates for a period of 15 fifteen (15) days preceding the due date for any Distribution Date payment with respect to the Excess Distribution CertificateTrust Certificates. The Excess Distribution Notwithstanding anything contained herein to the contrary, neither the Certificate (including Registrar nor the Owner Trustee shall be responsible for ascertaining whether any beneficial interest therein) may not be acquired by transfer complies with the registration provisions or for exemptions from the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of Securities Act, the CodeExchange Act, if such acquisitionapplicable state securities law, ERISA, the Investment Company Act, other applicable law, or the management or servicing provisions of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign lawthis Agreement. Except that, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who an Investment Letter or Rule 144A Letter is not a United States person within required by this Section 3.4 and provided to the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the CodeOwner Trustee, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof Owner Trustee shall be deemed under a duty to have represented and warranted that examine the same solely to determine whether it is not acquiring conforms substantially on its face to the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificateapplicable form attached hereto.

Registration of Transfer and Exchange. (a) The Excess Distribution Administrator will act as the initial Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph (f) below, the Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration purpose of the Excess Distribution Certificate registering Certificates and of transfers and exchanges of Certificates as provided in these Standard Terms and in accordance with the Excess Distribution standard procedures of the Administrator. Upon any resignation of the Certificate as herein provided. Deutsche Bank Trust Company Americas shall be Registrar, Xxxxxxx Mac will promptly appoint a successor Certificate Registrar or, in the initial Excess Distribution absence of such appointment, assume the duties of Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution The Certificate at the Registrar will appoint an office or agency maintained pursuant to paragraph (f) belowin McLean, Virginia where the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the Excess Distribution Certificateholder, the Excess Distribution Certificate Certificates may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory exchange, and presented for final payment, and where notice and demands to or upon the Certificate Registrar with respect to the Eligible Lender Trustee and Certificates may be served, which office will initially be the Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized Delivery Office. (b) All Certificates issued in writing, connection with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall will be cancelled and subsequently disposed of by entitled to the Eligible Lender Trustee in accordance with its customary practice. No same benefits under the Series Certificate Agreement as the Certificates that were surrendered. (c) A Holder will not be required to pay a service charge shall be made for any registration of transfer or exchange of the Excess Distribution CertificateCertificates, but the Eligible Lender Trustee or the Excess Distribution Certificate Registrar may require payment of be required to pay a sum sufficient to cover any transfer tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. If any such tax or governmental charge is imposed but is not paid by the Excess Distribution Certificate. The preceding provisions of this Section notwithstandingtransferee or transferor, but is paid by the Administrator, the Eligible Lender Trustee shall not Administrator will have the right to be required to make and reimbursed the Excess Distribution Certificate Registrar need not register transfers or exchanges amount of such payment from the Bond Payment Subaccount, as described in Section 4.03. (d) If an exercise of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date Tender Option or Optional Disposition Right occurs with respect to a portion, but not all, of a Class A Certificate, the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or Administrator will execute, authenticate and deliver to the applicable Class A Holder, in exchange for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Codesurrendered Class A Certificate, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by new Class A Certificates, in Authorized Denominations, having an aggregate Current Certificate Balance equal to the Current Certificate Balance of that portion of the surrendered Class A Certificate for which the Tender Option or Optional Disposition Right was not exercised. (e) The Sponsor may at any person referred time deliver to in clause (iii) above. By accepting the Administrator for cancellation any Certificates previously authenticated and holding delivered hereunder which the Excess Distribution CertificateSponsor may have acquired, the holder hereof and all Certificates so delivered shall be deemed to have represented and warranted that it is not acquiring promptly cancelled by the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution CertificateAdministrator.

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph Section 3.08, a register (f) belowthe “Certificate Register”), the Excess Distribution 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, if and to the Excess Distribution Certificate extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers and exchanges of the Excess Distribution Trust Certificates. No transfer of a Trust Certificate as herein provided. Deutsche Bank Trust Company Americas shall be recognized except upon registration of such transfer. Wilmington Trust is hereby appointed as the initial Excess Distribution Certificate Registrar. Upon surrender for registration The Certificate Registrar hereby agrees to notify the Paying Agent in writing of transfer any changes to the registered holders of the Excess Distribution Trust Certificates. If the Certificate at the office or agency maintained pursuant Registrar shall for any reason become unable to paragraph (f) belowact as Certificate Registrar, the Eligible Lender Trustee Certificate Registrar shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent give prompt written notice to authenticate and deliver), in such effect to the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the Excess Distribution CertificateholderDepositor, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writingServicer. The Owner Trustee shall promptly appoint a successor, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange which shall be cancelled another trust company or bank, and subsequently disposed of by the Eligible Lender Trustee shall agree to act in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Agreement applicable to it as successor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. 6 (NALT 2022-A Amended and Restated Trust Agreement) If and to the extent transfers are permitted pursuant to Section notwithstanding3.10, as a condition to the registration of any transfer of a Trust Certificate, the Eligible Lender Trustee prospective transferee shall not be required to make represent in writing to the Owner Trustee, the Depositor and the Excess Distribution Certificate Registrar need not register transfers the following (except that any restriction or exchanges requirement described below may be removed or modified if the Depositor has received an opinion from a nationally recognized tax counsel (which, for the avoidance of doubt, may rely on reasonable representations of the Excess Distribution applicable transferee or other applicable persons) that such restriction or requirement is not necessary to conclude that any such transfer would not cause any of the tax opinions that were rendered on the Closing Date to be inaccurate if rendered as of the transfer date and will not cause a material adverse effect on any Noteholder): (i) It has neither acquired through nor will it transfer any Trust Certificate for a period of 15 days preceding it purchases (or any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not through or cause any such Trust Certificates (or any interest therein) to be acquired by traded or for the account of readily available on or through (iA) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person an “established securities market” within the meaning of Section 7701(a)(307704(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, or (ivB) any a “pass-thru entitysecondary market” referred to in (or the substantial equivalent thereof) within the meaning of Section 1(h)(10)(D), (E) or (F7704(b)(2) of the Code. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation, grantor trust or an entity disregarded as a separate entity from any such entity for U.S. federal income tax purposes or (B) is such an entity, but (x) none of the income direct or indirect beneficial owners of which passany of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Depositor 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 and (y) it is not and will not be a principal purpose of the arrangement involving such entity’s beneficial interest in any Trust Certificates to permit any partnership to satisfy the 100 partner limitation of Treasury Regulation Section 1.7704-thru entity 1(h)(1)(ii) necessary for such partnership not to be classified as a publicly traded partnership under the Code. (iii) It understands that no subsequent transfer of the Trust Certificates is includible permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000 and (B) it causes its proposed transferee to provide the Issuing Entity and the Certificate Registrar a letter substantially in the form of Exhibit B hereto; provided, however, that any attempted transfer that would either cause (1) the aggregate number of registered holders of Trust Certificates and holders of interests in Restricted Notes to exceed 95 or (2) the number of holders of direct or indirect interests in the Titling Company to exceed 50, shall be a void transfer. (iv) It understands that no transfer of a Trust Certificate (or interest therein) is permitted (nor shall a Trust Certificate be so held) if (i) it causes the Issuing Entity to be a Section 385 Controlled Partnership (i.e., 80 percent or more of the Issuing Entity’s ownership interests are owned, directly or indirectly through indirectly, by one or more other members of a Section 385 Expanded Group) that has an expanded group partner (within the meaning of Treasury Regulation section 1.385-3(g)(12)) which is a Domestic Corporation and (ii) 7 (NALT 2022-A Amended and Restated Trust Agreement) either (x) a member of such passSection 385 Expanded Group owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the consolidated group (as described in Treasury Regulation section 1.1502-thru entities by 1(h)) which includes such Domestic Corporation). It understands that no transfer of a Trust Certificate (or interest therein) shall be permitted (nor shall a Trust Certificate be so held) if (i) it results in the Issuing Entity becoming an entity disregarded as separate from a Domestic Corporation for U.S. federal income tax purposes and (ii) either (x) a member of a Section 385 Expanded Group that includes such Domestic Corporation owns any person referred Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in such Section 385 Controlled Partnership) is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation). For purposes of determining the Issuing Entity’s ownership interests in this paragraph, any Restricted Notes shall be taken into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuing Entity being treated as a Section 385 Controlled Partnership or a disregarded entity for purposes of applying this paragraph’s restriction (it being understood that if the Restricted Notes are taken into account as ownership interests for this purpose then the Restricted Notes are not also considered Notes for the Note ownership restriction of this paragraph). (v) It understands that the Opinion of Counsel to the Issuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in clause part on the accuracy of the representations in paragraphs (i), (ii), (iii) and (iv) above. By accepting . (A) It shall provide to the Administrative Agent on behalf of the Issuing Entity and holding the Excess Distribution CertificateDepositor any further information required by the Issuing Entity to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the holder hereof shall be deemed to have represented Code (and warranted that any corresponding provision of state law) and (B) if it is not acquiring the Excess Distribution Certificate by or for beneficial owner of a Trust Certificate, such beneficial owner shall provide to the account of any entity in violation Administrative Agent on behalf of the above restrictionsIssuing Entity and the Depositor any further information required by the Issuing Entity to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code (and any corresponding provision of state law) and, to the extent the Issuing Entity determines such appointment necessary for it to make an election under Section 6226(a) of the Code (or any corresponding provision of state law), hereby appoints the transferee as its agent for purposes of receiving any notifications or information pursuant to the notice requirements under Section 6226(a)(2) of the Code (and any corresponding provision of state law). (vii) It understands that complying with Section 1446(f) of the Code is not the responsibility of the Issuing Entity, and that a transferor and transferee of a Trust Certificate may be subject to have agreed withholding or a withholding obligation, as the case may be, in the event that if such restrictions are violated, the holder will promptly dispose Issuing Entity is treated as a partnership for U.S. federal income tax purposes and there is a failure to comply with Section 1446(f) of the Excess Distribution Certificate.Code. 8 (NALT 2022-A Amended and Restated Trust Agreement)

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at kept a register (the office or agency maintained pursuant to paragraph (f“Certificate Register”) below, the Excess Distribution 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, if and to the Excess Distribution Certificate and of extent transfers and exchanges are permitted pursuant to Section 3.4(b), the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Xxxxx Fargo Bank, National Association is hereby appointed as the initial “Certificate Registrar”. Upon any resignation of the Excess Distribution Certificate Registrar, the Depositor shall promptly appoint a successor. (b) The Trust Certificates have not been and will not be registered under the Securities Act and will not be listed on any exchange. No transfer of a Trust Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Trust Certificateholder desiring to effect such transfer and such Trust Certificateholder’s prospective transferee shall each certify to the Owner Trustee in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the “Transferor Certificate”) and either Exhibit D (the “Investment Letter”) or Exhibit E (the “Rule 144A Letter”). Except in the case of a transfer as herein providedto which the proposed transferee has provided a Rule 144A Letter, there shall also be delivered to the Owner Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Securitization Trust or the Owner Trustee. Deutsche Bank The Depositor shall provide to any Trust Certificateholder and any prospective transferee designated by any such Trust Certificateholder, information regarding the Trust Certificates and the 2017-2 Exchange Note and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Trust Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Trust Certificateholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Securitization Trust, the Owner Trustee, the Trust Company Americas shall be and the initial Excess Distribution Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. Each Trust Certificate Registrar. to contain a legend in the form set forth on the form of Trust Certificate attached hereto as Exhibit A. (c) Upon surrender for registration of transfer or exchange of the Excess Distribution any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or agency maintained pursuant to paragraph (fexchange, provided that the requirements of Section 8-401(a) belowof the UCC are met, the Eligible Lender Owner Trustee upon written direction of the Depositor shall executeexecute on behalf of the Securitization Trust and shall, or shall cause the Authenticating Agent to, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transfereetransferee or transferees, one or more new Trust Certificates of a new Excess Distribution Certificate like aggregate Percentage Interest that the Trust Certificateholder making the exchange is entitled to receive and dated the date of such authentication of the Trust Certificates, as the case may be; provided that prior to such execution, authentication and delivery, the Owner Trustee and the Depositor shall have received an Issuer Tax Opinion. In no event shall there be more than ninety-five (95) Certificateholders of the Securitization Trust and the Titling Trust. If a Certificateholder is a partnership, grantor trust or S corporation for federal income tax purposes (each, a “Flow-Through Entity”), the interest in any Trust Certificates owned by such Flow-Through Entity shall represent less than 50% of the Eligible Lender Trustee value of the assets owned by such Flow-Through Entity and no special allocation of income, gain, loss, deduction or any authenticating agentcredit from the Certificates will be made among the beneficial owners of such Flow-Through Entity. At the option of the Excess Distribution a Trust Certificateholder, the Excess Distribution Certificate Trust Certificates may be exchanged for another Excess Distribution Certificate other Trust Certificates of like tenor and aggregate Percentage Interest upon surrender of the Excess Distribution Certificate Trust Certificates to be exchanged at the office or agency maintained pursuant to paragraph (f) belowSection 3.8. An Excess Distribution The Certificate Registrar shall require that every Trust Certificate presented or surrendered for registration of transfer or exchange shall be beneficially owned by a United States person within the meaning of Section 7701(a)(30) of the Code and shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-9 or such other form as may be reasonably required in form satisfactory to the Eligible Lender Trustee and the Excess Distribution Certificate Registrar duly executed by the holder thereof Trust Certificateholder or his such Person’s attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution CertificateTrust Certificates, but the Eligible Lender Owner Trustee or the Excess Distribution 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. The Certificate Registrar shall cancel and retain or destroy, in accordance with the Excess Distribution Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction. (d) The provisions of this Section generally are intended, among other things, to prevent the Securitization 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 Depositor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. (e) The Trust Certificates may not be acquired or held by or for the account of (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the fiduciary responsibility provisions of Title I of ERISA, (ii) a “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (iii) an entity whose underlying assets are deemed to include assets of an employee benefit plan or a plan described in (i) or (ii) above by reason of such employee benefit plan’s or a plan’s investment in the entity (each, a “Benefit Plan Investor”), or (iv) an employee benefit plan, a plan or other similar arrangement that is not a Benefit Plan Investor but is subject to federal, state, local, non-U.S. or other laws or regulations that are substantially similar to Section 406 of ERISA or Section 4975 of the Code (each of (i)-(iv), a “Benefit Plan Entity”). Each Trust Certificateholder shall be deemed to represent and warrant that it is not a Benefit Plan Entity. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make and the Excess Distribution Certificate Registrar need shall not register transfers any transfer or exchanges exchange of the Excess Distribution Certificate Trust Certificates for a period of 15 fifteen (15) days preceding the due date for any Distribution Date payment with respect to the Excess Distribution CertificateTrust Certificates. The Excess Distribution Notwithstanding anything contained herein to the contrary, neither the Certificate (including Registrar nor the Owner Trustee shall be responsible for ascertaining whether any beneficial interest therein) may not be acquired by transfer complies with the registration provisions or for exemptions from the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of Securities Act, the CodeExchange Act, if such acquisitionapplicable state securities law, ERISA, the Investment Company Act, other applicable law, or the management or servicing provisions of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign lawthis Agreement. Except that, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who an Investment Letter or Rule 144A Letter is not a United States person within required by this Section 3.4 and provided to the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the CodeOwner Trustee, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof Owner Trustee shall be deemed under a duty to have represented and warranted that examine the same solely to determine whether it is not acquiring conforms substantially on its face to the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificateapplicable form attached hereto.

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at kept a register (the office or agency maintained pursuant to paragraph (f“Certificate Register”) below, the Excess Distribution 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, if and to the Excess Distribution Certificate and of extent transfers and exchanges are permitted pursuant to Section 3.4(b), the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Xxxxx Fargo Bank, National Association is hereby appointed as the initial “Certificate Registrar”. Upon any resignation of the Excess Distribution Certificate Registrar, the Depositor shall promptly appoint a successor. (b) The Trust Certificates have not been and will not be registered under the Securities Act and will not be listed on any exchange. No transfer of a Trust Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Trust Certificateholder desiring to effect such transfer and such Trust Certificateholder’s prospective transferee shall each certify to the Owner Trustee in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the “Transferor Certificate”) and either Exhibit D (the “Investment Letter”) or Exhibit E (the “Rule 144A Letter”). Except in the case of a transfer as herein providedto which the proposed transferee has provided a Rule 144A Letter, there shall also be delivered to the Owner Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Securitization Trust or the Owner Trustee. Deutsche Bank The Depositor shall provide to any Trust Certificateholder and any prospective transferee designated by any such Trust Certificateholder, information regarding the Trust Certificates and the 2019-2 Exchange Note and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Trust Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Trust Certificateholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Securitization Trust, the Owner Trustee, the Trust Company Americas shall be and the initial Excess Distribution Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. Each Trust Certificate Registrar. to contain a legend in the form set forth on the form of Trust Certificate attached hereto as Exhibit A. (c) Upon surrender for registration of transfer or exchange of the Excess Distribution any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or agency maintained pursuant to paragraph (fexchange, provided that the requirements of Section 8-401(a) belowof the UCC are met, the Eligible Lender Owner Trustee upon written direction of the Depositor shall executeexecute on behalf of the Securitization Trust and shall, or shall cause the Authenticating Agent to, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transfereetransferee or transferees, one or more new Trust Certificates of a new Excess Distribution Certificate like aggregate Percentage Interest that the Trust Certificateholder making the exchange is entitled to receive and dated the date of such authentication of the Trust Certificates, as the case may be; provided that prior to such execution, authentication and delivery, the Owner Trustee and the Depositor shall have received an Issuer Tax Opinion. In no event shall there be more than ninety-five (95) Certificateholders of the Securitization Trust and the Titling Trust. If a Certificateholder is a partnership, grantor trust or S corporation for federal income tax purposes (each, a “Flow-Through Entity”), the interest in any Trust Certificates owned by such Flow-Through Entity shall represent less than 50% of the Eligible Lender Trustee value of the assets owned by such Flow-Through Entity and no special allocation of income, gain, loss, deduction or any authenticating agentcredit from the Certificates will be made among the beneficial owners of such Flow-Through Entity. At the option of the Excess Distribution a Trust Certificateholder, the Excess Distribution Certificate Trust Certificates may be exchanged for another Excess Distribution Certificate other Trust Certificates of like tenor and aggregate Percentage Interest upon surrender of the Excess Distribution Certificate Trust Certificates to be exchanged at the office or agency maintained pursuant to paragraph (f) belowSection 3.8. An Excess Distribution The Certificate Registrar shall require that every Trust Certificate presented or surrendered for registration of transfer or exchange shall be beneficially owned by a United States person within the meaning of Section 7701(a)(30) of the Code and shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-9, or such other form or documentation as may be reasonably required by the Owner Trustee or the Certificate Registrar in order to comply with Applicable Money Laundering Law, in form satisfactory to the Eligible Lender Trustee and the Excess Distribution Certificate Registrar or the Owner Trustee, as applicable, duly executed by the holder thereof Trust Certificateholder or his such Person’s attorney duly authorized in writing, with . No such signature (other than for transfers or exchanges to or among any Affiliates of transfer will be effective unless the Depositor) guaranteed by a member firm of Owner Trustee has received the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 practicedocumentation required hereunder. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution CertificateTrust Certificates, but the Eligible Lender Owner Trustee or the Excess Distribution 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. The Certificate Registrar shall cancel and retain or destroy, in accordance with the Excess Distribution Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction. (d) The provisions of this Section generally are intended, among other things, to prevent the Securitization 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 Depositor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. (e) The Trust Certificates may not be acquired or held by or for the account of (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the fiduciary responsibility provisions of Title I of ERISA, (ii) a “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (iii) an entity whose underlying assets are deemed to include assets of an employee benefit plan or a plan described in (i) or (ii) above by reason of such employee benefit plan’s or a plan’s investment in the entity (each, a “Benefit Plan Investor”), or (iv) an employee benefit plan, a plan or other similar arrangement that is not a Benefit Plan Investor but is subject to federal, state, local, non-U.S. or other laws or regulations that are substantially similar to Section 406 of ERISA or Section 4975 of the Code (each of (i)-(iv), a “Benefit Plan Entity”). Each Trust Certificateholder shall be deemed to represent and warrant that it is not a Benefit Plan Entity. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make and the Excess Distribution Certificate Registrar need shall not register transfers any transfer or exchanges exchange of the Excess Distribution Certificate Trust Certificates for a period of 15 fifteen (15) days preceding the due date for any Distribution Date payment with respect to the Excess Distribution CertificateTrust Certificates. The Excess Distribution Notwithstanding anything contained herein to the contrary, neither the Certificate (including Registrar nor the Owner Trustee shall be responsible for ascertaining whether any beneficial interest therein) may not be acquired by transfer complies with the registration provisions or for exemptions from the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of Securities Act, the CodeExchange Act, if such acquisitionapplicable state securities law, ERISA, the Investment Company Act, other applicable law, or the management or servicing provisions of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign lawthis Agreement. Except that, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who an Investment Letter or Rule 144A Letter is not a United States person within required by this Section 3.4 and provided to the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the CodeOwner Trustee, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof Owner Trustee shall be deemed under a duty to have represented and warranted that examine the same solely to determine whether it is not acquiring conforms substantially on its face to the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificateapplicable form attached hereto.

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph Section 3.08, a register (f) belowthe “Certificate Register”), the Excess Distribution 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, if and to the Excess Distribution Certificate extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers and exchanges of the Excess Distribution Trust Certificates. No transfer of a Trust Certificate as herein provided. Deutsche Bank Trust Company Americas shall be recognized except upon registration of such transfer. Wilmington Trust is hereby appointed as the initial Excess Distribution Certificate Registrar. Upon surrender for registration The Certificate Registrar hereby agrees to notify the Paying Agent in writing of transfer any changes to the Registered Holders of the Excess Distribution Trust Certificates. If the Certificate at the office or agency maintained pursuant Registrar shall for any reason become unable to paragraph (f) belowact as Certificate Registrar, the Eligible Lender Trustee Certificate Registrar shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent give prompt written notice to authenticate and deliver), in such effect to the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the Excess Distribution CertificateholderDepositor, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writingServicer. The Owner Trustee shall promptly appoint a successor, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange which shall be cancelled another trust company or bank, and subsequently disposed of by the Eligible Lender Trustee shall agree to act in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Agreement applicable to it as successor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. If and to the extent transfers are permitted pursuant to Section notwithstanding3.10, as a condition to the registration of any transfer of a Trust Certificate, the Eligible Lender Trustee prospective transferee shall not be required to make represent in writing to the Owner Trustee, the Depositor and the Excess Distribution Certificate Registrar need not register transfers the following: (i) It has neither acquired through nor will it transfer any Trust Certificate it purchases (or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not through or cause any such Trust Certificates (or any interest therein) to be acquired by traded or for the account of readily available on or through (iA) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person an “established securities market” within the meaning of Section 7701(a)(307704(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, or (ivB) any a “pass-thru entitysecondary market” referred to in (or the substantial equivalent thereof) within the meaning of Section 1(h)(10)(D), (E) or (F7704(b)(2) of the Code. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation, grantor trust or an entity disregarded as a separate entity from any such entity for U.S. federal income tax purposes or (B) is such an entity, but none of the income direct or indirect beneficial owners of which pass-thru entity is includible directly any of the interests in such transferee have allowed or indirectly through one caused, or will allow or cause, 50% or more (or such other percentage as the Depositor may establish prior to the time of such pass-thru entities by proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000 and (B) it causes its proposed transferee to provide the Issuing Entity and the Certificate Registrar a letter substantially in the form of Exhibit B hereto; provided, however, that any person referred attempted transfer that would either cause (1) the number of registered holders of Trust Certificates to exceed 95 or (2) the number of holders of direct or indirect interests in clause the Titling Trust to exceed 50, shall be a void transfer. (iv) It understands that the Opinion of Counsel to the Issuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii) and (iii) above. By accepting If and holding to the Excess Distribution extent transfers are permitted pursuant to Section 3.10, as a condition to the registration of any transfer of a Trust Certificate, the holder hereof prospective transferee shall be deemed required to have represented represent in writing to the Owner Trustee, the Depositor and warranted that it the Certificate Registrar substantially in the form of Exhibit B to the effect that: (i) such transferee is not acquiring the Excess Distribution Certificate by a Non-U.S. Person, (ii) such transferee is not a Benefit Plan Investor, and (iii) if such transferee is a “governmental plan” (as defined in Section 3(32) of ERISA) or for the account of any entity in violation other plan that is subject to Similar Law, its acquisition, holding and disposition of the above restrictions, Trust Certificates (or interest therein) 7 (NALT 2014-A Amended and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.Restated Trust Agreement)

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph Section 3.08, a register (f) belowthe “Certificate Register”), the Excess Distribution 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, if and to the Excess Distribution Certificate extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers and exchanges of the Excess Distribution Trust Certificates. No transfer of a Trust Certificate as herein provided. Deutsche Bank Trust Company Americas shall be recognized except upon registration of such transfer. Wilmington Trust is hereby appointed as the initial Excess Distribution Certificate Registrar. Upon surrender for registration The Certificate Registrar hereby agrees to notify the Paying Agent in writing of transfer any changes to the Registered Holders of the Excess Distribution Trust Certificates. If the Certificate at the office or agency maintained pursuant Registrar shall for any reason become unable to paragraph (f) belowact as Certificate Registrar, the Eligible Lender Trustee Certificate Registrar shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent give prompt written notice to authenticate and deliver), in such effect to the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the Excess Distribution CertificateholderDepositor, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writingServicer. The Owner Trustee shall promptly appoint a successor, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange which shall be cancelled another trust company or bank, and subsequently disposed of by the Eligible Lender Trustee shall agree to act in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Agreement applicable to it as successor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. If and to the extent transfers are permitted pursuant to Section notwithstanding3.10, as a condition to the registration of any transfer of a Trust Certificate, the Eligible Lender Trustee prospective transferee shall not be required to make represent in writing to the Owner Trustee, the Depositor and the Excess Distribution Certificate Registrar need not register transfers the following: (i) It has neither acquired through nor will it transfer any Trust Certificate it purchases (or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not through or cause any such Trust Certificates (or any interest therein) to be acquired by traded or for the account of readily available on or through (iA) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person an “established securities market” within the meaning of Section 7701(a)(307704(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, or (ivB) any a “pass-thru entitysecondary market” referred to in (or the substantial equivalent thereof) within the meaning of Section 1(h)(10)(D), (E) or (F7704(b)(2) of the Code. (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 income direct or indirect beneficial owners of which pass-thru entity is includible directly any of the interests in such transferee have allowed or indirectly through one caused, or will allow or cause, 50% or more (or such other percentage as the Depositor may establish prior to the time of such pass-thru entities by proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000 and (B) it causes its proposed transferee to provide the Issuing Entity and the Certificate Registrar a letter substantially in the form of Exhibit B hereto; provided, however, that any person referred attempted transfer that would either cause (1) the number of registered holders of Trust Certificates to exceed 95 or (2) the number of holders of direct or indirect interests in clause the Titling Trust to exceed 50, shall be a void transfer. (iv) It understands that the Opinion of Counsel to the Issuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii) and (iii) above. By accepting 7 (NALT 2013-A Amended and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.Restated Trust Agreement)

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at kept a register (the office or agency maintained pursuant to paragraph (f“Certificate Register”) below, the Excess Distribution 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, if and to the Excess Distribution Certificate and of extent transfers and exchanges are permitted pursuant to Section 3.4(b), the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Xxxxx Fargo Bank, National Association is hereby appointed as the initial “Certificate Registrar”. Upon any resignation of the Excess Distribution Certificate Registrar, the Depositor shall promptly appoint a successor. (b) The Trust Certificates have not been and will not be registered under the Securities Act and will not be listed on any exchange. No transfer of a Trust Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Trust Certificateholder desiring to effect such transfer and such Trust Certificateholder’s prospective transferee shall each certify to the Owner Trustee in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the “Transferor Certificate”) and either Exhibit D (the “Investment Letter”) or Exhibit E (the “Rule 144A Letter”). Except in the case of a transfer as herein providedto which the proposed transferee has provided a Rule 144A Letter, there shall also be delivered to the Owner Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Securitization Trust or the Owner Trustee. Deutsche Bank The Depositor shall provide to any Trust Certificateholder and any prospective transferee designated by any such Trust Certificateholder, information regarding the Trust Certificates and the 2015-3 Exchange Note and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Trust Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Trust Certificateholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Securitization Trust, the Owner Trustee, the Trust Company Americas shall be and the initial Excess Distribution Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. Each Trust Certificate Registrar. to contain a legend in the form set forth on the form of Trust Certificate attached hereto as Exhibit A. (c) Upon surrender for registration of transfer or exchange of the Excess Distribution any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or agency maintained pursuant to paragraph (fexchange, provided that the requirements of Section 8-401(a) belowof the UCC are met, the Eligible Lender Owner Trustee upon written direction of the Depositor shall executeexecute on behalf of the Securitization Trust and shall, or shall cause the Authenticating Agent to, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transfereetransferee or transferees, one or more new Trust Certificates of a new Excess Distribution Certificate like aggregate Percentage Interest that the Trust Certificateholder making the exchange is entitled to receive and dated the date of such authentication of the Trust Certificates, as the case may be; provided that prior to such execution, authentication and delivery, the Owner Trustee and the Depositor shall have received an Issuer Tax Opinion. In no event shall there be more than ninety-five (95) Certificateholders of the Securitization Trust and the Titling Trust. If a Certificateholder is a partnership, grantor trust or S corporation for federal income tax purposes (each, a “Flow-Through Entity”), the interest in any Trust Certificates owned by such Flow-Through Entity shall represent less than 50% of the Eligible Lender Trustee value of the assets owned by such Flow-Through Entity and no special allocation of income, gain, loss, deduction or any authenticating agentcredit from the Certificates will be made among the beneficial owners of such Flow-Through Entity. At the option of the Excess Distribution a Trust Certificateholder, the Excess Distribution Certificate Trust Certificates may be exchanged for another Excess Distribution Certificate other Trust Certificates of like tenor and aggregate Percentage Interest upon surrender of the Excess Distribution Certificate Trust Certificates to be exchanged at the office or agency maintained pursuant to paragraph (f) belowSection 3.8. An Excess Distribution The Certificate Registrar shall require that every Trust Certificate presented or surrendered for registration of transfer or exchange shall be beneficially owned by a United States person within the meaning of Section 7701(a)(30) of the Code and shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-9 or such other form as may be reasonably required in form satisfactory to the Eligible Lender Trustee and the Excess Distribution Certificate Registrar duly executed by the holder thereof Trust Certificateholder or his such Person’s attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution CertificateTrust Certificates, but the Eligible Lender Owner Trustee or the Excess Distribution 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 the Excess Distribution CertificateTrust Certificates. The preceding Certificate Registrar shall cancel and retain or destroy, in accordance with the Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction. (d) The provisions of this Section notwithstandinggenerally are intended, among other things, to prevent the Eligible Lender Trustee shall not be required to make Securitization 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 Excess Distribution Certificate Registrar need Depositor shall take such intent into account in determining whether or not register transfers or exchanges to consent to any proposed transfer of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Trust Certificate. . (e) The Excess Distribution Certificate (including any beneficial interest therein) Trust Certificates may not be acquired or held by or for the account of (i) any Benefit Plan an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the fiduciary responsibility provisions of Title I of ERISA and/or ERISA, (ii) a “plan” (as defined in Section 4975 4975(e)(1) of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or ) that is subject to Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not entity whose underlying assets are deemed to include assets of an employee benefit plan or a United States person within plan described in (i) or (ii) above by reason of such employee benefit plan’s or plan’s investment in the meaning of Section 7701(a)(30) of the Codeentity (each, a “Benefit Plan Investor”), or (iv) any “passan employee benefit plan, a plan or other similar arrangement that is not a Benefit Plan Investor but is subject to federal, state, local, non-thru entity” referred U.S. or other laws or regulations substantially similar to in Title I of ERISA or Section 1(h)(10)(D4975 of the Code (each of (i) – (iv), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) abovea “Benefit Plan Entity”). By accepting and holding the Excess Distribution a Trust Certificate, the holder hereof Holder thereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account a Benefit Plan Entity. The preceding provisions of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violatedthis Section notwithstanding, the holder will promptly dispose Owner Trustee shall not make and the Certificate Registrar shall not register any transfer or exchange of Trust Certificates for a period of fifteen (15) days preceding the Excess Distribution Certificatedue date for any payment with respect to the Trust Certificates. 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, the Exchange Act, applicable state securities law, ERISA, the Investment Company Act, other applicable law, or the provisions of this Agreement. Except that, if an Investment Letter or Rule 144A Letter is required by this Section 3.4 and provided to the Owner Trustee, the Owner Trustee shall be under a duty to examine the same solely to determine whether it conforms substantially on its face to the applicable form attached hereto.

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at kept a register (the office or agency maintained pursuant to paragraph (f“Certificate Register”) below, the Excess Distribution 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, if and to the Excess Distribution Certificate and of extent transfers and exchanges are permitted pursuant to Section 3.4(b), the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Xxxxx Fargo Bank, National Association is hereby appointed as the initial “Certificate Registrar”. Upon any resignation of the Excess Distribution Certificate Registrar, the Depositor shall promptly appoint a successor. (b) The Trust Certificates have not been and will not be registered under the Securities Act and will not be listed on any exchange. No transfer of a Trust Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Trust Certificateholder desiring to effect such transfer and such Trust Certificateholder’s prospective transferee shall each certify to the Owner Trustee in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the “Transferor Certificate”) and either Exhibit D (the “Investment Letter”) or Exhibit E (the “Rule 144A Letter”). Except in the case of a transfer as herein providedto which the proposed transferee has provided a Rule 144A Letter, there shall also be delivered to the Owner Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Securitization Trust or the Owner Trustee. Deutsche Bank The Depositor shall provide to any Trust Certificateholder and any prospective transferee designated by any such Trust Certificateholder, information regarding the Trust Certificates and the 2016-2 Exchange Note and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Trust Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Trust Certificateholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Securitization Trust, the Owner Trustee, the Trust Company Americas shall be and the initial Excess Distribution Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. Each Trust Certificate Registrar. to contain a legend in the form set forth on the form of Trust Certificate attached hereto as Exhibit A. (c) Upon surrender for registration of transfer or exchange of the Excess Distribution any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or agency maintained pursuant to paragraph (fexchange, provided that the requirements of Section 8-401(a) belowof the UCC are met, the Eligible Lender Owner Trustee upon written direction of the Depositor shall executeexecute on behalf of the Securitization Trust and shall, or shall cause the Authenticating Agent to, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transfereetransferee or transferees, one or more new Trust Certificates of a new Excess Distribution Certificate like aggregate Percentage Interest that the Trust Certificateholder making the exchange is entitled to receive and dated the date of such authentication of the Trust Certificates, as the case may be; provided that prior to such execution, authentication and delivery, the Owner Trustee and the Depositor shall have received an Issuer Tax Opinion. In no event shall there be more than ninety-five (95) Certificateholders of the Securitization Trust and the Titling Trust. If a Certificateholder is a partnership, grantor trust or S corporation for federal income tax purposes (each, a “Flow-Through Entity”), the interest in any Trust Certificates owned by such Flow-Through Entity shall represent less than 50% of the Eligible Lender Trustee value of the assets owned by such Flow-Through Entity and no special allocation of income, gain, loss, deduction or any authenticating agentcredit from the Certificates will be made among the beneficial owners of such Flow-Through Entity. At the option of the Excess Distribution a Trust Certificateholder, the Excess Distribution Certificate Trust Certificates may be exchanged for another Excess Distribution Certificate other Trust Certificates of like tenor and aggregate Percentage Interest upon surrender of the Excess Distribution Certificate Trust Certificates to be exchanged at the office or agency maintained pursuant to paragraph (f) belowSection 3.8. An Excess Distribution The Certificate Registrar shall require that every Trust Certificate presented or surrendered for registration of transfer or exchange shall be beneficially owned by a United States person within the meaning of Section 7701(a)(30) of the Code and shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-9 or such other form as may be reasonably required in form satisfactory to the Eligible Lender Trustee and the Excess Distribution Certificate Registrar duly executed by the holder thereof Trust Certificateholder or his such Person’s attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution CertificateTrust Certificates, but the Eligible Lender Owner Trustee or the Excess Distribution 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 the Excess Distribution CertificateTrust Certificates. The preceding Certificate Registrar shall cancel and retain or destroy, in accordance with the Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction. (d) The provisions of this Section notwithstandinggenerally are intended, among other things, to prevent the Eligible Lender Trustee shall not be required to make Securitization 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 Excess Distribution Certificate Registrar need Depositor shall take such intent into account in determining whether or not register transfers or exchanges to consent to any proposed transfer of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Trust Certificate. . (e) The Excess Distribution Certificate (including any beneficial interest therein) Trust Certificates may not be acquired or held by or for the account of (i) any Benefit Plan an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the fiduciary responsibility provisions of Title I of ERISA and/or ERISA, (ii) a “plan” (as defined in Section 4975 4975(e)(1) of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or ) that is subject to Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not entity whose underlying assets are deemed to include assets of an employee benefit plan or a United States person within plan described in (i) or (ii) above by reason of such employee benefit plan’s or plan’s investment in the meaning of Section 7701(a)(30) of the Codeentity (each, a “Benefit Plan Investor”), or (iv) any “passan employee benefit plan, a plan or other similar arrangement that is not a Benefit Plan Investor but is subject to federal, state, local, non-thru entity” referred U.S. or other laws or regulations substantially similar to in Title I of ERISA or Section 1(h)(10)(D4975 of the Code (each of (i) – (iv), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) abovea “Benefit Plan Entity”). By accepting and holding the Excess Distribution a Trust Certificate, the holder hereof Holder thereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account a Benefit Plan Entity. The preceding provisions of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violatedthis Section notwithstanding, the holder will promptly dispose Owner Trustee shall not make and the Certificate Registrar shall not register any transfer or exchange of Trust Certificates for a period of fifteen (15) days preceding the Excess Distribution Certificatedue date for any payment with respect to the Trust Certificates. 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, the Exchange Act, applicable state securities law, ERISA, the Investment Company Act, other applicable law, or the provisions of this Agreement. Except that, if an Investment Letter or Rule 144A Letter is required by this Section 3.4 and provided to the Owner Trustee, the Owner Trustee shall be under a duty to examine the same solely to determine whether it conforms substantially on its face to the applicable form attached hereto.

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph Section 3.08, a register (f) belowthe “Certificate Register”), the Excess Distribution 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, if and to the Excess Distribution Certificate extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers and exchanges of the Excess Distribution Trust Certificates. No transfer of a Trust Certificate as herein provided. Deutsche Bank Trust Company Americas shall be recognized except upon registration of such transfer. Wilmington Trust is hereby appointed as the initial Excess Distribution Certificate Registrar. The Certificate Registrar hereby agrees to notify the Paying Agent in writing of any changes to the Registered Holders of the Trust Certificates. If the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall give prompt written notice to such effect to the Depositor, the Owner Trustee and the Servicer. The Owner Trustee shall promptly appoint a successor, which shall be another trust company or bank, and shall agree to act in accordance with the provisions of this Agreement applicable to it as successor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. If and to the extent transfers are permitted pursuant to Section 3.10, 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 Depositor and the Certificate Registrar the following: (i) It has neither acquired through nor will it transfer any Trust Certificate it purchases (or any interest therein) through or cause any such Trust Certificates (or any interest therein) to be traded or readily available on or through (A) 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, or (B) a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704(b)(2) of the Code. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation, grantor trust or an entity disregarded as a separate entity from any such entity 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 Depositor 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 understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000 and (B) it causes its proposed transferee to provide the Issuing Entity and the Certificate Registrar a letter substantially in the form of Exhibit B hereto; provided, however, that any attempted transfer that would either cause (1) the number of registered holders of Trust Certificates to exceed 95 or (2) the number of holders of direct or indirect interests in the Titling Trust to exceed 50, shall be a void transfer. (iv) It understands that the Opinion of Counsel to the Issuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii) and (iii) above. If and to the extent transfers are permitted pursuant to Section 3.10, 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 Depositor and the Certificate Registrar substantially in the form of Exhibit B to the effect that: (i) such transferee is not a Non-U.S. Person, (ii) such transferee is not a Benefit Plan Investor, and (iii) if such transferee is a “governmental plan” (as defined in Section 3(32) of ERISA) or any other plan that is subject to Similar Law, its acquisition, holding and disposition of the Trust Certificates (or interest therein) 7 (NALT 2014-B Amended and Restated Trust Agreement) will not result in a violation of Similar Law and will not result in the assets of the Issuing Entity being plan assets of such plan under Similar Law. A “Non-U.S. Person” means any Person who is not (a) a citizen or resident of the United States who is a natural person, (b) a corporation or partnership (or an entity treated as a corporation or partnership) created or organized in or under the laws of the United States or any state thereof, including the District of Columbia (unless, in the case of a partnership, Treasury Regulations are adopted that provide otherwise), (c) an estate, the income of which is subject to United States Federal income taxation, regardless of its source, (d) a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as defined in the Code and Treasury Regulations) have the authority to control all substantial decisions of the trust; or (e) a trust that was in existence prior to August 20, 1996 and that, under Treasury Regulations, is eligible to elect, and does validly elect, to be treated as a United States person (as defined in the Code and Treasury Regulations) despite not meeting the requirements of clause (d). (c) By acceptance of any Trust Certificate, the related Trust Certificateholder specifically agrees with and represents to the Depositor, the Issuing Entity and Certificate Registrar that no transfer of such Trust Certificate shall be made unless the registration requirements of the Securities Act and any applicable state securities laws are complied with, or such transfer is exempt from the registration requirements under the Securities Act. (d) Upon surrender for registration of transfer or exchange of the Excess Distribution any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or agency maintained pursuant to paragraph (f) below, exchange the Eligible Lender Owner Trustee shall executeexecute and shall, or shall cause the Authenticating Agent to, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transfereetransferee or transferees, one or more new Trust Certificates in authorized denominations of a new Excess Distribution Certificate like aggregate face amount dated the date of such authentication by or the Eligible Lender Trustee or any authenticating agentTrust Certificates that the Trust Certificateholder making the exchange is entitled to receive, as the case may be. At the option of the Excess Distribution Certificateholder, the Excess Distribution The Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution Registrar shall require that 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 W-9 or such other form as may be reasonably required to establish such transferee’s complete exemption from deduction or withholding (including backup withholding) of U.S. federal income tax in form satisfactory to the Eligible Lender Trustee and the Excess Distribution Certificate Registrar duly executed by the holder thereof Trust Certificateholder or his such Person’s attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution CertificateTrust Certificates, but the Eligible Lender Owner Trustee or the Excess Distribution 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. The Certificate Registrar shall cancel and retain or destroy, in accordance with the Excess Distribution Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction. (e) The provisions of this Section generally are intended, among other things, to prevent the Issuing Entity from being characterized as a “publicly traded partnership,” within the 8 (NALT 2014-B Amended and Restated Trust Agreement) meaning of Section 7704 of the Code, in reliance on Treasury Regulations Section 1.7704-1(e) and (h), and the Depositor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make and the Excess Distribution Certificate Registrar need shall not register transfers any transfer or exchanges exchange of the Excess Distribution Certificate Trust Certificates for a period of 15 days preceding the due date for any Distribution Date payment with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution CertificateCertificates.

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at kept a register (the office or agency maintained pursuant to paragraph (f“Certificate Register”) below, the Excess Distribution 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, if and to the Excess Distribution Certificate and of extent transfers and exchanges are permitted pursuant to Section 3.4(b), the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Computershare is hereby appointed as the initial “Certificate Registrar”. Upon any resignation of the Excess Distribution Certificate Registrar, the Depositor shall promptly appoint a successor. (b) The Trust Certificates have not been and will not be registered under the Securities Act and will not be listed on any exchange. No transfer of a Trust Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Trust Certificateholder desiring to effect such transfer and such Trust Certificateholder’s prospective transferee shall each certify to the Owner Trustee in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the “Transferor Certificate”) and either Exhibit D (the “Investment Letter”) or Exhibit E (the “Rule 144A Letter”). Except in the case of a transfer as herein providedto which the proposed transferee has provided a Rule 144A Letter, there shall also be delivered to the Owner Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Securitization Trust or the Owner Trustee. Deutsche Bank The Depositor shall provide to any Trust Certificateholder and any prospective transferee designated by any such Trust Certificateholder, information regarding the Trust Certificates and the 2024-3 Exchange Note and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Trust Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Trust Certificateholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Securitization Trust, the Owner Trustee, the Trust Company Americas shall be and the initial Excess Distribution Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. Each Trust Certificate Registrar. is to contain a legend in the form set forth on the form of Trust Certificate attached hereto as Exhibit A. (c) Upon surrender for registration of transfer or exchange of the Excess Distribution any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or agency maintained pursuant to paragraph (fexchange, provided that the requirements of Section 8-401(a) belowof the UCC are met, the Eligible Lender Owner Trustee upon written direction of the Depositor shall executeexecute on behalf of the Securitization Trust and shall, or shall cause the Authenticating Agent to, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transfereetransferee or transferees, one or more new Trust Certificates of a new Excess Distribution Certificate like aggregate Percentage Interest that the Trust Certificateholder making the exchange is entitled to receive and dated the date of such authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the Excess Distribution CertificateholderTrust Certificates, as the case may be; provided that prior to such execution, authentication and delivery, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Depositor shall have received an Issuer Tax Opinion. Notwithstanding the foregoing, no sale or transfer of a Trust Certificate shall be permitted (including, without limitation, by pledge or hypothecation), and no such sale or transfer shall be registered by the Certificate Registrar duly executed by to be effective hereunder, if the holder sale or transfer thereof increases the number of Trust Certificateholders and Titling Trust Certificateholders to more than ninety-five (95). For purposes of determining the total number of Trust Certificateholders, a beneficial owner of an interest in a partnership, grantor trust or his attorney duly authorized in writingS corporation for federal income tax purposes (each, with such signature (a “Flow-Through Entity”) that owns, directly or through other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by Flow-Through Entities, a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution Trust Certificate, but the Eligible Lender Trustee or the Excess Distribution Certificate Registrar may require payment is treated as a holder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Trust Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of if (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 substantially all of the Code, if such acquisition, or the management or servicing value of the beneficial owner’s interest (directly or indirectly) in the Flow-Through Entity is attributed to the Flow-Through Entity’s interest in the Trust Certificate or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) principal purpose of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) use of the Code, Flow-Through Entity to hold the income of which pass-thru entity Trust Certificate is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding satisfy the Excess Distribution Certificate, the 95 holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.limitation set out

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph Section 3.08, a register (f) belowthe “Certificate Register”), the Excess Distribution 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, if and to the Excess Distribution Certificate extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers and exchanges of the Excess Distribution Trust Certificates. No transfer of a Trust Certificate as herein provided. Deutsche Bank Trust Company Americas shall be recognized except upon registration of such transfer. Wilmington Trust is hereby appointed as the initial Excess Distribution Certificate Registrar. The Certificate Registrar hereby agrees to notify the Paying Agent in writing of any changes to the Registered Holders of the Trust Certificates. If the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall give prompt written notice to such effect to the Depositor, the Owner Trustee and the Servicer. The Owner Trustee shall promptly appoint a successor, which shall be another trust company or bank, and shall agree to act in accordance with the provisions of this Agreement applicable to it as successor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. 6 (NALT 2017-A Amended and Restated Trust Agreement) If and to the extent transfers are permitted pursuant to Section 3.10, 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 Depositor and the Certificate Registrar the following (except that any restriction or requirement described below may be removed or modified if the Depositor has received an opinion from a nationally recognized tax counsel (which, for the avoidance of doubt, may rely on reasonable representations of the applicable transferee or other applicable persons) that such restriction or requirement is not necessary to conclude that any such transfer would not cause any of the tax opinions that were rendered on the Closing Date to be inaccurate if rendered as of the transfer date and will not cause a material adverse effect on any Noteholder): (i) It has neither acquired through nor will it transfer any Trust Certificate it purchases (or any interest therein) through or cause any such Trust Certificates (or any interest therein) to be traded or readily available on or through (A) 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, or (B) a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704(b)(2) of the Code. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation, grantor trust or an entity disregarded as a separate entity from any such entity for U.S. federal income tax purposes or (B) is such an entity, but (x) 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 Depositor 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 and (y) it is not and will not be a principal purpose of the arrangement involving such entity’s beneficial interest in any Trust Certificates to permit any partnership to satisfy the 100 partner limitation of Treasury Regulation Section 1.7704-1(h)(1)(ii) necessary for such partnership not to be classified as a publicly traded partnership under the Code. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000 and (B) it causes its proposed transferee to provide the Issuing Entity and the Certificate Registrar a letter substantially in the form of Exhibit B hereto; provided, however, that any attempted transfer that would either cause (1) the number of registered holders of Trust Certificates to exceed 95 or (2) the number of holders of direct or indirect interests in the Titling Trust to exceed 50, shall be a void transfer. 7 (NALT 2017-A Amended and Restated Trust Agreement) (iv) It understands that no transfer of a Trust Certificate (or interest therein) is permitted (nor shall a Trust Certificate be so held) if (i) it causes the Issuing Entity to be a Section 385 Controlled Partnership (i.e., 80 percent or more of the Issuing Entity’s ownership interests are owned, directly or indirectly, by one or more members of a Section 385 Expanded Group) that has an expanded group partner (within the meaning of Treasury Regulation section 1.385-3(g)(12)) which is a Domestic Corporation and (ii) either (x) a member of such Section 385 Expanded Group owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation). It understands that no transfer of a Trust Certificate (or interest therein) shall be permitted (nor shall a Trust Certificate be so held) if (i) it results in the Issuing Entity becoming an entity disregarded as separate from a Domestic Corporation for U.S. federal income tax purposes and (ii) either (x) a member of a Section 385 Expanded Group that includes such Domestic Corporation owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in such Section 385 Controlled Partnership) is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation). For purposes of determining the Issuing Entity’s ownership interests in this paragraph, any Restricted Notes shall be taken into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuing Entity being treated as a Section 385 Controlled Partnership or a disregarded entity for purposes of applying this paragraph’s restriction (it being understood that if the Restricted Notes are taken into account as ownership interests for this purpose then the Restricted Notes are not also considered Notes for the Note ownership restriction of this paragraph). (v) It understands that the Opinion of Counsel to the Issuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii), (iii) and (iv) above. (vi) Prior to December 31, 2017 or such later date that subchapter C of chapter 63 of subtitle F of the Code as amended by the Bipartisan Budget Act of 2015 (the “Amended Partnership Audit Rules”) shall apply to the Issuing Entity, (A) it shall provide to the Administrative Agent on behalf of the Issuing Entity and the Depositor any further information required by the Issuing Entity to comply with the Amended Partnership Audit Rules, including Section 6226(a) of the Amended Partnership Audit Rules and (B) if it is not the beneficial owner of a Trust Certificate, such beneficial owner shall provide to the Administrative Agent on behalf of the Issuing Entity and the Depositor any further information required by the Issuing Entity to comply with the Amended Partnership Audit Rules, including Section 6226(a) of the Amended Partnership Audit Rules and, to the extent the Issuing Entity determines such appointment necessary for it to make an election under Section 6226(a) of the Amended Partnership Audit Rules, hereby appoints the transferee as its agent for purposes of receiving any notifications or information pursuant to the notice requirements under Section 6226(a)(2) of the Amended Partnership Audit Rules. If and to the extent transfers are permitted pursuant to Section 3.10, 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 Depositor and the Certificate Registrar substantially in the form of Exhibit B to the effect that: (i) such transferee is not a Non-U.S. Person, (ii) such transferee is not a Benefit Plan Investor, and (iii) if such transferee is a “governmental plan” (as defined in Section 3(32) of ERISA) or any other plan that is subject to Similar Law, its acquisition, holding and disposition of the Trust Certificates (or interest therein) will not result in a violation of Similar Law and will not result in the assets of the Issuing Entity being plan assets of such plan under Similar Law. A “Non-U.S. Person” means any Person who is not (a) a citizen or resident of the United States who is a natural person, (b) a corporation or partnership (or an entity treated as a corporation or partnership) created or organized in or under the laws of the United States or any state thereof, including the District of Columbia (unless, in the case of a partnership, Treasury Regulations are adopted that provide otherwise), (c) an estate, the income of which is subject to U.S. federal income taxation, regardless of its source, (d) a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as defined in the Code and Treasury Regulations) have the authority to control all substantial decisions of the trust; or (e) a trust that was in existence prior to August 20, 1996 and that, under Treasury Regulations, is eligible to elect, and does validly elect, to be treated as a United States person (as defined in the Code and Treasury Regulations) despite not meeting the requirements of clause (d). (c) By acceptance of any Trust Certificate, the related Trust Certificateholder specifically agrees with and represents to the Depositor, the Issuing Entity and Certificate Registrar that no transfer of such Trust Certificate shall be made unless the registration requirements of the Securities Act and any applicable state securities laws are complied with, or such transfer is exempt from the registration requirements under the Securities Act. (d) Upon surrender for registration of transfer or exchange of the Excess Distribution any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or agency maintained pursuant to paragraph (f) below, exchange the Eligible Lender Owner Trustee shall executeexecute and shall, or shall cause the Authenticating Agent to, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transfereetransferee or transferees, one or more new Trust Certificates in authorized denominations of a new Excess Distribution Certificate like aggregate face amount dated the date of such authentication by or the Eligible Lender Trustee or any authenticating agentTrust Certificates that the Trust Certificateholder making the exchange is entitled to receive, as the case may be. At the option of the Excess Distribution Certificateholder, the Excess Distribution The Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution Registrar shall require that 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 W-9 or such other form as may be reasonably required to establish such transferee’s complete exemption from deduction or withholding (including backup withholding) of U.S. federal income tax in form satisfactory to the Eligible Lender Trustee and the Excess Distribution Certificate Registrar duly executed by the holder thereof Trust Certificateholder or his such Person’s attorney duly authorized in writing, with such signature . 9 (other than for transfers or exchanges to or among any Affiliates of the DepositorNALT 2017-A Amended and Restated Trust Agreement) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution CertificateTrust Certificates, but the Eligible Lender Owner Trustee or the Excess Distribution 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. The Certificate Registrar shall cancel and retain or destroy, in accordance with the Excess Distribution Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction. (e) The provisions of this Section generally are intended, among other things, to prevent the Issuing Entity 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 Depositor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make and the Excess Distribution Certificate Registrar need shall not register transfers any transfer or exchanges exchange of the Excess Distribution Certificate Trust Certificates for a period of 15 days preceding the due date for any Distribution Date payment with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution CertificateCertificates.

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph Section 3.08, a register (f) belowthe “Certificate Register”), the Excess Distribution 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, if and to the Excess Distribution Certificate extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers and exchanges of the Excess Distribution Trust Certificates. No transfer of a Trust Certificate as herein provided. Deutsche Bank Trust Company Americas shall be recognized except upon registration of such transfer. Wilmington Trust is hereby appointed as the initial Excess Distribution Certificate Registrar. Upon surrender for registration The Certificate Registrar hereby agrees to notify the Paying Agent in writing of transfer any changes to the registered holders of the Excess Distribution Trust Certificates. If the Certificate at the office or agency maintained pursuant Registrar shall for any reason become unable to paragraph (f) belowact as Certificate Registrar, the Eligible Lender Trustee Certificate Registrar shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent give prompt written notice to authenticate and deliver), in such effect to the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the Excess Distribution CertificateholderDepositor, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writingServicer. The Owner Trustee shall promptly appoint a successor, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange which shall be cancelled another trust company or bank, and subsequently disposed of by the Eligible Lender Trustee shall agree to act in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Agreement applicable to it as successor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. 6 (NALT 2023-B Amended and Restated Trust Agreement) If and to the extent transfers are permitted pursuant to Section notwithstanding3.10, as a condition to the registration of any transfer of a Trust Certificate, the Eligible Lender Trustee prospective transferee shall not be required to make represent in writing to the Owner Trustee, the Depositor and the Excess Distribution Certificate Registrar need not register transfers the following (except that any restriction or exchanges requirement described below may be removed or modified if the Depositor has received an opinion from a nationally recognized tax counsel (which, for the avoidance of doubt, may rely on reasonable representations of the Excess Distribution applicable transferee or other applicable persons) that such restriction or requirement is not necessary to conclude that any such transfer would not cause any of the tax opinions that were rendered on the Closing Date to be inaccurate if rendered as of the transfer date and will not cause a material adverse effect on any Noteholder): (i) It has neither acquired through nor will it transfer any Trust Certificate for a period of 15 days preceding it purchases (or any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not through or cause any such Trust Certificates (or any interest therein) to be acquired by traded or for the account of readily available on or through (iA) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person an “established securities market” within the meaning of Section 7701(a)(307704(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, or (ivB) any a “pass-thru entitysecondary market” referred to in (or the substantial equivalent thereof) within the meaning of Section 1(h)(10)(D), (E) or (F7704(b)(2) of the Code. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation, grantor trust or an entity disregarded as a separate entity from any such entity for U.S. federal income tax purposes or (B) is such an entity, but (x) none of the income direct or indirect beneficial owners of which passany of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Depositor 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 and (y) it is not and will not be a principal purpose of the arrangement involving such entity’s beneficial interest in any Trust Certificates to permit any partnership to satisfy the 100 partner limitation of Treasury Regulation Section 1.7704-thru entity 1(h)(1)(ii) necessary for such partnership not to be classified as a publicly traded partnership under the Code. (iii) It understands that no subsequent transfer of the Trust Certificates is includible permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000 and (B) it causes its proposed transferee to provide the Issuing Entity and the Certificate Registrar a letter substantially in the form of Exhibit B hereto; provided, however, that any attempted transfer that would either cause (1) the aggregate number of registered holders of Trust Certificates and holders of interests in Restricted Notes to exceed 95 or (2) the number of holders of direct or indirect interests in the Titling Company to exceed 50, shall be a void transfer. (iv) It understands that no transfer of a Trust Certificate (or interest therein) is permitted (nor shall a Trust Certificate be so held) if (i) it causes the Issuing Entity to be a Section 385 Controlled Partnership (i.e., 80 percent or more of the Issuing Entity’s ownership interests are owned, directly or indirectly through indirectly, by one or more other members of a Section 385 Expanded Group) that has an expanded group partner (within the meaning of Treasury Regulation section 1.385-3(g)(12)) which is a Domestic Corporation and (ii) 7 (NALT 2023-B Amended and Restated Trust Agreement) either (x) a member of such passSection 385 Expanded Group owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the consolidated group (as described in Treasury Regulation section 1.1502-thru entities by 1(h)) which includes such Domestic Corporation). It understands that no transfer of a Trust Certificate (or interest therein) shall be permitted (nor shall a Trust Certificate be so held) if (i) it results in the Issuing Entity becoming an entity disregarded as separate from a Domestic Corporation for U.S. federal income tax purposes and (ii) either (x) a member of a Section 385 Expanded Group that includes such Domestic Corporation owns any person referred Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in such Section 385 Controlled Partnership) is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation). For purposes of determining the Issuing Entity’s ownership interests in this paragraph, any Restricted Notes shall be taken into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuing Entity being treated as a Section 385 Controlled Partnership or a disregarded entity for purposes of applying this paragraph’s restriction (it being understood that if the Restricted Notes are taken into account as ownership interests for this purpose then the Restricted Notes are not also considered Notes for the Note ownership restriction of this paragraph). (v) It understands that the Opinion of Counsel to the Issuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in clause part on the accuracy of the representations in paragraphs (i), (ii), (iii) and (iv) above. By accepting . (A) It shall provide to the Administrative Agent on behalf of the Issuing Entity and holding the Excess Distribution CertificateDepositor any further information required by the Issuing Entity to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the holder hereof shall be deemed to have represented Code (and warranted that any corresponding provision of state law) and (B) if it is not acquiring the Excess Distribution Certificate by or for beneficial owner of a Trust Certificate, such beneficial owner shall provide to the account of any entity in violation Administrative Agent on behalf of the above restrictionsIssuing Entity and the Depositor any further information required by the Issuing Entity to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code (and any corresponding provision of state law) and, to the extent the Issuing Entity determines such appointment necessary for it to make an election under Section 6226(a) of the Code (or any corresponding provision of state law), hereby appoints the transferee as its agent for purposes of receiving any notifications or information pursuant to the notice requirements under Section 6226(a)(2) of the Code (and any corresponding provision of state law). (vii) It understands that complying with Section 1446(f) of the Code is not the responsibility of the Issuing Entity, and that a transferor and transferee of a Trust Certificate may be subject to have agreed withholding or a withholding obligation, as the case may be, in the event that if such restrictions are violated, the holder will promptly dispose Issuing Entity is treated as a partnership for U.S. federal income tax purposes and there is a failure to comply with Section 1446(f) of the Excess Distribution Certificate.Code. 8 (NALT 2023-B Amended and Restated Trust Agreement)

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph Section 3.08, a register (f) belowthe “Certificate Register”), the Excess Distribution 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, if and to the Excess Distribution Certificate extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers and exchanges of the Excess Distribution Trust Certificates. No transfer of a Trust Certificate as herein provided. Deutsche Bank Trust Company Americas shall be recognized except upon registration of such transfer. Wilmington Trust is hereby appointed as the initial Excess Distribution Certificate Registrar. Upon surrender for registration The Certificate Registrar hereby agrees to notify the Paying Agent in writing of transfer any changes to the Registered Holders of the Excess Distribution Trust Certificates. If the Certificate at the office or agency maintained pursuant Registrar shall for any reason become unable to paragraph (f) belowact as Certificate Registrar, the Eligible Lender Trustee Certificate Registrar shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent give prompt written notice to authenticate and deliver), in such effect to the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the Excess Distribution CertificateholderDepositor, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writingServicer. The Owner Trustee shall promptly appoint a successor, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange which shall be cancelled another trust company or bank, and subsequently disposed of by the Eligible Lender Trustee shall agree to act in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Agreement applicable to it as successor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. If and to the extent transfers are permitted pursuant to Section notwithstanding3.10, as a condition to the registration of any transfer of a Trust Certificate, the Eligible Lender Trustee prospective transferee shall not be required to make represent in writing to the Owner Trustee, the Depositor and the Excess Distribution Certificate Registrar need not register transfers the following: (i) It has neither acquired through nor will it transfer any Trust Certificate it purchases (or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not through or cause any such Trust Certificates (or any interest therein) to be acquired by traded or for the account of readily available on or through (iA) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person an “established securities market” within the meaning of Section 7701(a)(307704(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, or (ivB) any a “pass-thru entitysecondary market” referred to in (or the substantial equivalent thereof) within the meaning of Section 1(h)(10)(D), (E) or (F7704(b)(2) of the Code. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation, grantor trust or an entity disregarded as a separate entity from any such entity for U.S. federal income tax purposes or (B) is such an entity, but none of the income direct or indirect beneficial owners of which pass-thru entity is includible directly any of the interests in such transferee have allowed or indirectly through one caused, or will allow or cause, 50% or more (or such other percentage as the Depositor may establish prior to the time of such pass-thru entities by proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000 and (B) it causes its proposed transferee to provide the Issuing Entity and the Certificate Registrar a letter substantially in the form of Exhibit B hereto; provided, however, that any person referred attempted transfer that would either cause (1) the number of registered holders of Trust Certificates to exceed 95 or (2) the number of holders of direct or indirect interests in clause the Titling Trust to exceed 50, shall be a void transfer. (iv) It understands that the Opinion of Counsel to the Issuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii) and (iii) above. By accepting If and holding to the Excess Distribution extent transfers are permitted pursuant to Section 3.10, as a condition to the registration of any transfer of a Trust Certificate, the holder hereof prospective transferee shall be deemed required to have represented represent in writing to the Owner Trustee, the Depositor and warranted that it the Certificate Registrar substantially in the form of Exhibit B to the effect that: (i) such transferee is not acquiring the Excess Distribution Certificate by a Non-U.S. Person, (ii) such transferee is not a Benefit Plan Investor, and (iii) if such transferee is a “governmental plan” (as defined in Section 3(32) of ERISA) or for the account of any entity in violation other plan that is subject to Similar Law, its acquisition, holding and disposition of the above restrictions, Trust Certificates (or interest therein) 7 (NALT 2015-A Amended and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.Restated Trust Agreement)

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph Section 3.08, a register (f) belowthe “Certificate Register”), the Excess Distribution 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, if and to the Excess Distribution Certificate extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers and exchanges of the Excess Distribution Trust Certificates. No transfer of a Trust Certificate as herein provided. Deutsche Bank Trust Company Americas shall be recognized except upon registration of such transfer. Wilmington Trust is hereby appointed as the initial Excess Distribution Certificate Registrar. Upon surrender for registration The Certificate Registrar hereby agrees to notify the Paying Agent in writing of transfer any changes to the Registered Holders of the Excess Distribution Trust Certificates. If the Certificate at the office or agency maintained pursuant Registrar shall for any reason become unable to paragraph (f) belowact as Certificate Registrar, the Eligible Lender Trustee Certificate Registrar shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent give prompt written notice to authenticate and deliver), in such effect to the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the Excess Distribution CertificateholderDepositor, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writingServicer. The Owner Trustee shall promptly appoint a successor, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange which shall be cancelled another trust company or bank, and subsequently disposed of by the Eligible Lender Trustee shall agree to act in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Agreement applicable to it as successor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. If and to the extent transfers are permitted pursuant to Section notwithstanding3.10, as a condition to the registration of any transfer of a Trust Certificate, the Eligible Lender Trustee prospective transferee shall not be required to make represent in writing to the Owner Trustee, the Depositor and the Excess Distribution Certificate Registrar need not register transfers the following: (i) It has neither acquired through nor will it transfer any Trust Certificate it purchases (or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not through or cause any such Trust Certificates (or any interest therein) to be acquired by traded or for the account of readily available on or through (iA) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person an “established securities market” within the meaning of Section 7701(a)(307704(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, or (ivB) any a “pass-thru entitysecondary market” referred to in (or the substantial equivalent thereof) within the meaning of Section 1(h)(10)(D), (E) or (F7704(b)(2) of the Code. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation, grantor trust or an entity disregarded as a separate entity from any such entity for U.S. federal income tax purposes or (B) is such an entity, but none of the income direct or indirect beneficial owners of which pass-thru entity is includible directly any of the interests in such transferee have allowed or indirectly through one caused, or will allow or cause, 50% or more (or such other percentage as the Depositor may establish prior to the time of such pass-thru entities by proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000 and (B) it causes its proposed transferee to provide the Issuing Entity and the Certificate Registrar a letter substantially in the form of Exhibit B hereto; provided, however, that any person referred attempted transfer that would either cause (1) the number of registered holders of Trust Certificates to exceed 95 or (2) the number of holders of direct or indirect interests in clause the Titling Trust to exceed 50, shall be a void transfer. (iv) It understands that the Opinion of Counsel to the Issuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii) and (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at kept a register (the office or agency maintained pursuant to paragraph (f“Certificate Register”) below, the Excess Distribution 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, if and to the Excess Distribution Certificate and of extent transfers and exchanges are permitted pursuant to Section 3.4(b), the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Xxxxx Fargo Bank, National Association is hereby appointed as the initial “Certificate Registrar”. Upon any resignation of the Excess Distribution Certificate Registrar, the Depositor shall promptly appoint a successor. (b) The Trust Certificates have not been and will not be registered under the Securities Act and will not be listed on any exchange. No transfer of a Trust Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Trust Certificateholder desiring to effect such transfer and such Trust Certificateholder’s prospective transferee shall each certify to the Owner Trustee in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the “Transferor Certificate”) and either Exhibit D (the “Investment Letter”) or Exhibit E (the “Rule 144A Letter”). Except in the case of a transfer as herein providedto which the proposed transferee has provided a Rule 144A Letter, there shall also be delivered to the Owner Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Securitization Trust or the Owner Trustee. Deutsche Bank The Depositor shall provide to any Trust Certificateholder and any prospective transferee designated by any such Trust Certificateholder, information regarding the Trust Certificates and the 2016-3 Exchange Note and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Trust Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Trust Certificateholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Securitization Trust, the Owner Trustee, the Trust Company Americas shall be and the initial Excess Distribution Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. Each Trust Certificate Registrar. to contain a legend in the form set forth on the form of Trust Certificate attached hereto as Exhibit A. (c) Upon surrender for registration of transfer or exchange of the Excess Distribution any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or agency maintained pursuant to paragraph (fexchange, provided that the requirements of Section 8-401(a) belowof the UCC are met, the Eligible Lender Owner Trustee upon written direction of the Depositor shall executeexecute on behalf of the Securitization Trust and shall, or shall cause the Authenticating Agent to, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transfereetransferee or transferees, one or more new Trust Certificates of a new Excess Distribution Certificate like aggregate Percentage Interest that the Trust Certificateholder making the exchange is entitled to receive and dated the date of such authentication of the Trust Certificates, as the case may be; provided that prior to such execution, authentication and delivery, the Owner Trustee and the Depositor shall have received an Issuer Tax Opinion. In no event shall there be more than ninety-five (95) Certificateholders of the Securitization Trust and the Titling Trust. If a Certificateholder is a partnership, grantor trust or S corporation for federal income tax purposes (each, a “Flow-Through Entity”), the interest in any Trust Certificates owned by such Flow-Through Entity shall represent less than 50% of the Eligible Lender Trustee value of the assets owned by such Flow-Through Entity and no special allocation of income, gain, loss, deduction or any authenticating agentcredit from the Certificates will be made among the beneficial owners of such Flow-Through Entity. At the option of the Excess Distribution a Trust Certificateholder, the Excess Distribution Certificate Trust Certificates may be exchanged for another Excess Distribution Certificate other Trust Certificates of like tenor and aggregate Percentage Interest upon surrender of the Excess Distribution Certificate Trust Certificates to be exchanged at the office or agency maintained pursuant to paragraph (f) belowSection 3.8. An Excess Distribution The Certificate Registrar shall require that every Trust Certificate presented or surrendered for registration of transfer or exchange shall be beneficially owned by a United States person within the meaning of Section 7701(a)(30) of the Code and shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-9 or such other form as may be reasonably required in form satisfactory to the Eligible Lender Trustee and the Excess Distribution Certificate Registrar duly executed by the holder thereof Trust Certificateholder or his such Person’s attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution CertificateTrust Certificates, but the Eligible Lender Owner Trustee or the Excess Distribution 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 the Excess Distribution CertificateTrust Certificates. The preceding Certificate Registrar shall cancel and retain or destroy, in accordance with the Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction. (d) The provisions of this Section notwithstandinggenerally are intended, among other things, to prevent the Eligible Lender Trustee shall not be required to make Securitization 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 Excess Distribution Certificate Registrar need Depositor shall take such intent into account in determining whether or not register transfers or exchanges to consent to any proposed transfer of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Trust Certificate. . (e) The Excess Distribution Certificate (including any beneficial interest therein) Trust Certificates may not be acquired or held by or for the account of (i) any Benefit Plan an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the fiduciary responsibility provisions of Title I of ERISA and/or ERISA, (ii) a “plan” (as defined in Section 4975 4975(e)(1) of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or ) that is subject to Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not entity whose underlying assets are deemed to include assets of an employee benefit plan or a United States person within plan described in (i) or (ii) above by reason of such employee benefit plan’s or plan’s investment in the meaning of Section 7701(a)(30) of the Codeentity (each, a “Benefit Plan Investor”), or (iv) any “passan employee benefit plan, a plan or other similar arrangement that is not a Benefit Plan Investor but is subject to federal, state, local, non-thru entity” referred U.S. or other laws or regulations substantially similar to in Section 1(h)(10)(D406 of ERISA or Section 4975 of the Code (each of (i) – (iv), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) abovea “Benefit Plan Entity”). By accepting and holding the Excess Distribution a Trust Certificate, the holder hereof Holder thereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account a Benefit Plan Entity. The preceding provisions of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violatedthis Section notwithstanding, the holder will promptly dispose Owner Trustee shall not make and the Certificate Registrar shall not register any transfer or exchange of Trust Certificates for a period of fifteen (15) days preceding the Excess Distribution Certificatedue date for any payment with respect to the Trust Certificates. 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, the Exchange Act, applicable state securities law, ERISA, the Investment Company Act, other applicable law, or the provisions of this Agreement. Except that, if an Investment Letter or Rule 144A Letter is required by this Section 3.4 and provided to the Owner Trustee, the Owner Trustee shall be under a duty to examine the same solely to determine whether it conforms substantially on its face to the applicable form attached hereto.

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph (f) below, the Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche Bank Trust Company Americas shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the Excess Distribution Certificateholder, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “"pass-thru entity” " referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph Section 3.08, a register (f) belowthe “Certificate Register”), the Excess Distribution 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, if and to the Excess Distribution Certificate extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers and exchanges of the Excess Distribution Trust Certificates. No transfer of a Trust Certificate as herein provided. Deutsche Bank Trust Company Americas shall be recognized except upon registration of such transfer. Wilmington Trust is hereby appointed as the initial Excess Distribution Certificate Registrar. Upon surrender for registration The Certificate Registrar hereby agrees to notify the Paying Agent in writing of transfer any changes to the Registered Holders of the Excess Distribution Trust Certificates. If the Certificate at the office or agency maintained pursuant Registrar shall for any reason become unable to paragraph (f) belowact as Certificate Registrar, the Eligible Lender Trustee Certificate Registrar shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent give prompt written notice to authenticate and deliver), in such effect to the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the Excess Distribution CertificateholderDepositor, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writingServicer. The Owner Trustee shall promptly appoint a successor, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange which shall be cancelled another trust company or bank, and subsequently disposed of by the Eligible Lender Trustee shall agree to act in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Agreement applicable to it as successor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. If and to the extent transfers are permitted pursuant to Section notwithstanding3.10, as a condition to the registration of any transfer of a Trust Certificate, the Eligible Lender Trustee prospective transferee shall not be required to make represent in writing to the Owner Trustee, the Depositor and the Excess Distribution Certificate Registrar need not register transfers the following: (i) It has neither acquired through nor will it transfer any Trust Certificate it purchases (or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not through or cause any such Trust Certificates (or any interest therein) to be acquired by traded or for the account of readily available on or through (iA) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person an “established securities market” within the meaning of Section 7701(a)(307704(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, or (ivB) any a “pass-thru entitysecondary market” referred to in (or the substantial equivalent thereof) within the meaning of Section 1(h)(10)(D), (E) or (F7704(b)(2) of the Code. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation, grantor trust or an entity disregarded as a separate entity from any such entity for U.S. federal income tax purposes or (B) is such an entity, but none of the income direct or indirect beneficial owners of which pass-thru entity is includible directly any of the interests in such transferee have allowed or indirectly through one caused, or will allow or cause, 50% or more (or such other percentage as the Depositor may establish prior to the time of such pass-thru entities by proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000 and (B) it causes its proposed transferee to provide the Issuing Entity and the Certificate Registrar a letter substantially in the form of Exhibit B hereto; provided, however, that any person referred attempted transfer that would either cause (1) the number of registered holders of Trust Certificates to exceed 95 or (2) the number of holders of direct or indirect interests in clause the Titling Trust to exceed 50, shall be a void transfer. (iv) It understands that the Opinion of Counsel to the Issuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii) and (iii) above. By accepting If and holding to the Excess Distribution extent transfers are permitted pursuant to Section 3.10, as a condition to the registration of any transfer of a Trust Certificate, the holder hereof prospective transferee shall be deemed required to have represented represent in writing to the Owner Trustee, the Depositor and warranted that it the Certificate Registrar substantially in the form of Exhibit B to the effect that: (i) such transferee is not acquiring the Excess Distribution Certificate by a Non-U.S. Person, (ii) such transferee is not a Benefit Plan Investor, and (iii) if such transferee is a “governmental plan” (as defined in Section 3(32) of ERISA) or for the account of any entity in violation other plan that is subject to Similar Law, its acquisition, holding and disposition of the above restrictions, Trust Certificates (or interest therein) 7 (NALT 2015-B Amended and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.Restated Trust Agreement)

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph Section 3.08, a register (f) belowthe “Certificate Register”), the Excess Distribution 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, if and to the Excess Distribution Certificate extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers and exchanges of the Excess Distribution Trust Certificates. No transfer of a Trust Certificate as herein provided. Deutsche Bank Trust Company Americas shall be recognized except upon registration of such transfer. Wilmington Trust is hereby appointed as the initial Excess Distribution Certificate Registrar. The Certificate Registrar hereby agrees to notify the Paying Agent in writing of any changes to the registered holders of the Trust Certificates. If the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall give prompt written notice to such effect to the Depositor, the Owner Trustee and the Servicer. The Owner Trustee shall promptly appoint a successor, which shall be another trust company or bank, and shall agree to act in accordance with the provisions of this Agreement applicable to it as successor Certificate Registrar under this Agreement. 6 (NALT 2023-A Second Amended and Restated Trust Agreement) (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. If and to the extent transfers are permitted pursuant to Section 3.10, 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 Depositor and the Certificate Registrar the following (except that any restriction or requirement described below may be removed or modified if the Depositor has received an opinion from a nationally recognized tax counsel (which, for the avoidance of doubt, may rely on reasonable representations of the applicable transferee or other applicable persons) that such restriction or requirement is not necessary to conclude that any such transfer would not cause any of the tax opinions that were rendered on the Closing Date to be inaccurate if rendered as of the transfer date and will not cause a material adverse effect on any Noteholder): (i) It has neither acquired through nor will it transfer any Trust Certificate it purchases (or any interest therein) through or cause any such Trust Certificates (or any interest therein) to be traded or readily available on or through (A) 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, or (B) a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704(b)(2) of the Code. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation, grantor trust or an entity disregarded as a separate entity from any such entity for U.S. federal income tax purposes or (B) is such an entity, but (x) 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 Depositor 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 and (y) it is not and will not be a principal purpose of the arrangement involving such entity’s beneficial interest in any Trust Certificates to permit any partnership to satisfy the 100 partner limitation of Treasury Regulation Section 1.7704-1(h)(1)(ii) necessary for such partnership not to be classified as a publicly traded partnership under the Code. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000 and (B) it causes its proposed transferee to provide the Issuing Entity and the Certificate Registrar a letter substantially in the form of Exhibit B hereto; provided, however, that any attempted transfer that would either cause (1) the aggregate number of registered holders of Trust Certificates and holders of interests in Restricted Notes to exceed 95 or (2) the number of holders of direct or indirect interests in the Titling Company to exceed 50, shall be a void transfer. 7 (NALT 2023-A Second Amended and Restated Trust Agreement) (iv) It understands that no transfer of a Trust Certificate (or interest therein) is permitted (nor shall a Trust Certificate be so held) if (i) it causes the Issuing Entity to be a Section 385 Controlled Partnership (i.e., 80 percent or more of the Issuing Entity’s ownership interests are owned, directly or indirectly, by one or more members of a Section 385 Expanded Group) that has an expanded group partner (within the meaning of Treasury Regulation section 1.385-3(g)(12)) which is a Domestic Corporation and (ii) either (x) a member of such Section 385 Expanded Group owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in the Section 385 Controlled Partnership, is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation). It understands that no transfer of a Trust Certificate (or interest therein) shall be permitted (nor shall a Trust Certificate be so held) if (i) it results in the Issuing Entity becoming an entity disregarded as separate from a Domestic Corporation for U.S. federal income tax purposes and (ii) either (x) a member of a Section 385 Expanded Group that includes such Domestic Corporation owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in such Section 385 Controlled Partnership) is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation). For purposes of determining the Issuing Entity’s ownership interests in this paragraph, any Restricted Notes shall be taken into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuing Entity being treated as a Section 385 Controlled Partnership or a disregarded entity for purposes of applying this paragraph’s restriction (it being understood that if the Restricted Notes are taken into account as ownership interests for this purpose then the Restricted Notes are not also considered Notes for the Note ownership restriction of this paragraph). (v) It understands that the Opinion of Counsel to the Issuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii), (iii) and (iv) above. (A) It shall provide to the Administrative Agent on behalf of the Issuing Entity and the Depositor any further information required by the Issuing Entity to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code (and any corresponding provision of state law) and (B) if it is not the beneficial owner of a Trust Certificate, such beneficial owner shall provide to the Administrative Agent on behalf of the Issuing Entity and the Depositor any further information required by the Issuing Entity to comply with Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code (and any corresponding provision of state law) and, to the extent the Issuing Entity determines such appointment necessary for it to make an election under Section 6226(a) of the Code (or any corresponding provision of state law), hereby appoints the transferee as its agent for purposes of receiving any notifications or information pursuant to the notice requirements under Section 6226(a)(2) of the Code (and any corresponding provision of state law). 8 (NALT 2023-A Second Amended and Restated Trust Agreement) (vii) It understands that complying with Section 1446(f) of the Code is not the responsibility of the Issuing Entity, and that a transferor and transferee of a Trust Certificate may be subject to withholding or a withholding obligation, as the case may be, in the event that the Issuing Entity is treated as a partnership for U.S. federal income tax purposes and there is a failure to comply with Section 1446(f) of the Code. If and to the extent transfers are permitted pursuant to Section 3.10, 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 Depositor and the Certificate Registrar substantially in the form of Exhibit B to the effect that: (i) such transferee is not a Non-U.S. Person, (ii) such transferee is not, and will not be, acquiring or holding the Trust Certificate for, on behalf of, or with the assets of a Benefit Plan Investor, and (iii) if such transferee is acquiring or holding the Trust Certificate for, on behalf of, or with the assets of a Plan that is subject to Similar Law, its acquisition, holding and disposition of the Trust Certificates (or interest therein) will not result in a violation of Similar Law and will not result in the assets of the Issuing Entity being (a) plan assets of such Plan or (b) subject to Similar Law. A “Non-U.S. Person” means any Person who is not (a) a citizen or resident of the United States who is a natural person, (b) a corporation or partnership (or an entity treated as a corporation or partnership) created or organized in or under the laws of the United States or any state thereof, including the District of Columbia (unless, in the case of a partnership, Treasury Regulations are adopted that provide otherwise), (c) an estate, the income of which is subject to U.S. federal income taxation, regardless of its source, (d) a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as defined in the Code and Treasury Regulations) have the authority to control all substantial decisions of the trust; or (e) a trust that was in existence prior to August 20, 1996 and that, under Treasury Regulations, is eligible to elect, and does validly elect, to be treated as a United States person (as defined in the Code and Treasury Regulations) despite not meeting the requirements of clause (d). (c) By acceptance of any Trust Certificate, the related Trust Certificateholder specifically agrees with and represents to the Depositor, the Issuing Entity and Certificate Registrar that no transfer of such Trust Certificate shall be made unless the registration requirements of the Securities Act and any applicable state securities laws are complied with, or such transfer is exempt from the registration requirements under the Securities Act. (d) Upon surrender for registration of transfer or exchange of the Excess Distribution any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or agency maintained pursuant to paragraph (f) below, exchange the Eligible Lender Owner Trustee shall executeexecute and shall, or shall cause the Authenticating Agent to, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transfereetransferee or transferees, one or more new Trust Certificates in authorized denominations of a new Excess Distribution Certificate like aggregate face amount dated the date of such authentication by or the Eligible Lender Trustee or any authenticating agentTrust Certificates that the Trust Certificateholder making the exchange is entitled to receive, as the case may be. At the option of the Excess Distribution Certificateholder, the Excess Distribution 9 (NALT 2023-A Second Amended and Restated Trust Agreement) The Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution Registrar shall require that 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 W-9 or such other form as may be reasonably required in order to comply with applicable law, and to establish such transferee’s complete exemption from deduction or withholding (including backup withholding) of U.S. federal income tax in form satisfactory to the Eligible Lender Trustee and the Excess Distribution Certificate Registrar duly executed by the holder thereof Trust Certificateholder or his such Person’s attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution CertificateTrust Certificates, but the Eligible Lender Owner Trustee or the Excess Distribution 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. The Certificate Registrar shall cancel and retain or destroy, in accordance with the Excess Distribution Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction. No transfer will be effectuated hereunder unless the Certificate Registrar has received the transfer documentation required hereunder. (e) The provisions of this Section generally are intended, among other things, to prevent the Issuing Entity 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 Depositor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make and the Excess Distribution Certificate Registrar need shall not register transfers any transfer or exchanges exchange of the Excess Distribution Certificate Trust Certificates for a period of 15 fifteen (15) days preceding the due date for any Distribution Date payment with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution CertificateCertificates.

Registration of Transfer and Exchange. The Excess Distribution ------------------------------------- Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph (f) below, the an Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche The Chase Manhattan Bank Trust Company Americas shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan The Chase Bank, National Association Manhattan Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the holder of the Excess Distribution CertificateholderCertificate, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at kept a register (the office or agency maintained pursuant to paragraph (f“Certificate Register”) below, the Excess Distribution 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, if and to the Excess Distribution Certificate and of extent transfers and exchanges are permitted pursuant to Section 3.4(b), the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Xxxxx Fargo Bank, National Association is hereby appointed as the initial “Certificate Registrar”. Upon any resignation of the Excess Distribution Certificate Registrar, the Depositor shall promptly appoint a successor. (b) The Trust Certificates have not been and will not be registered under the Securities Act and will not be listed on any exchange. No transfer of a Trust Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Trust Certificateholder desiring to effect such transfer and such Trust Certificateholder’s prospective transferee shall each certify to the Owner Trustee in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the “Transferor Certificate”) and either Exhibit D (the “Investment Letter”) or Exhibit E (the “Rule 144A Letter”). Except in the case of a transfer as herein providedto which the proposed transferee has provided a Rule 144A Letter, there shall also be delivered to the Owner Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Securitization Trust or the Owner Trustee. Deutsche Bank The Depositor shall provide to any Trust Certificateholder and any prospective transferee designated by any such Trust Certificateholder, information regarding the Trust Certificates and the 2018-2 Exchange Note and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Trust Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Trust Certificateholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Securitization Trust, the Owner Trustee, the Trust Company Americas shall be and the initial Excess Distribution Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. Each Trust Certificate Registrar. to contain a legend in the form set forth on the form of Trust Certificate attached hereto as Exhibit A. (c) Upon surrender for registration of transfer or exchange of the Excess Distribution any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or agency maintained pursuant to paragraph (fexchange, provided that the requirements of Section 8-401(a) belowof the UCC are met, the Eligible Lender Owner Trustee upon written direction of the Depositor shall executeexecute on behalf of the Securitization Trust and shall, or shall cause the Authenticating Agent to, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transfereetransferee or transferees, one or more new Trust Certificates of a new Excess Distribution Certificate like aggregate Percentage Interest that the Trust Certificateholder making the exchange is entitled to receive and dated the date of such authentication of the Trust Certificates, as the case may be; provided that prior to such execution, authentication and delivery, the Owner Trustee and the Depositor shall have received an Issuer Tax Opinion. In no event shall there be more than ninety-five (95) Certificateholders of the Securitization Trust and the Titling Trust. If a Certificateholder is a partnership, grantor trust or S corporation for federal income tax purposes (each, a “Flow-Through Entity”), the interest in any Trust Certificates owned by such Flow-Through Entity shall represent less than 50% of the Eligible Lender Trustee value of the assets owned by such Flow-Through Entity and no special allocation of income, gain, loss, deduction or any authenticating agentcredit from the Certificates will be made among the beneficial owners of such Flow-Through Entity. At the option of the Excess Distribution a Trust Certificateholder, the Excess Distribution Certificate Trust Certificates may be exchanged for another Excess Distribution Certificate other Trust Certificates of like tenor and aggregate Percentage Interest upon surrender of the Excess Distribution Certificate Trust Certificates to be exchanged at the office or agency maintained pursuant to paragraph (f) belowSection 3.8. An Excess Distribution The Certificate Registrar shall require that every Trust Certificate presented or surrendered for registration of transfer or exchange shall be beneficially owned by a United States person within the meaning of Section 7701(a)(30) of the Code and shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-9, or such other form or documentation as may be reasonably required by the Owner Trustee or the Certificate Registrar in order to comply with Applicable Money Laundering Law, in form satisfactory to the Eligible Lender Trustee and the Excess Distribution Certificate Registrar or the Owner Trustee, as applicable, duly executed by the holder thereof Trust Certificateholder or his such Person’s attorney duly authorized in writing, with . No such signature (other than for transfers or exchanges to or among any Affiliates of transfer will be effective unless the Depositor) guaranteed by a member firm of Owner Trustee has received the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 practicedocumentation required hereunder. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution CertificateTrust Certificates, but the Eligible Lender Owner Trustee or the Excess Distribution 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. The Certificate Registrar shall cancel and retain or destroy, in accordance with the Excess Distribution Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction. (d) The provisions of this Section generally are intended, among other things, to prevent the Securitization 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 Depositor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. (e) The Trust Certificates may not be acquired or held by or for the account of (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the fiduciary responsibility provisions of Title I of ERISA, (ii) a “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (iii) an entity whose underlying assets are deemed to include assets of an employee benefit plan or a plan described in (i) or (ii) above by reason of such employee benefit plan’s or a plan’s investment in the entity (each, a “Benefit Plan Investor”), or (iv) an employee benefit plan, a plan or other similar arrangement that is not a Benefit Plan Investor but is subject to federal, state, local, non-U.S. or other laws or regulations that are substantially similar to Section 406 of ERISA or Section 4975 of the Code (each of (i)-(iv), a “Benefit Plan Entity”). Each Trust Certificateholder shall be deemed to represent and warrant that it is not a Benefit Plan Entity. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make and the Excess Distribution Certificate Registrar need shall not register transfers any transfer or exchanges exchange of the Excess Distribution Certificate Trust Certificates for a period of 15 fifteen (15) days preceding the due date for any Distribution Date payment with respect to the Excess Distribution CertificateTrust Certificates. The Excess Distribution Notwithstanding anything contained herein to the contrary, neither the Certificate (including Registrar nor the Owner Trustee shall be responsible for ascertaining whether any beneficial interest therein) may not be acquired by transfer complies with the registration provisions or for exemptions from the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of Securities Act, the CodeExchange Act, if such acquisitionapplicable state securities law, ERISA, the Investment Company Act, other applicable law, or the management or servicing provisions of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign lawthis Agreement. Except that, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who an Investment Letter or Rule 144A Letter is not a United States person within required by this Section 3.4 and provided to the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the CodeOwner Trustee, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof Owner Trustee shall be deemed under a duty to have represented and warranted that examine the same solely to determine whether it is not acquiring conforms substantially on its face to the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificateapplicable form attached hereto.

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at kept a register (the office or agency maintained pursuant to paragraph (f“Certificate Register”) below, the Excess Distribution 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, if and to the Excess Distribution Certificate and of extent transfers and exchanges are permitted pursuant to Section 3.4(b), the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Xxxxx Fargo Bank, National Association is hereby appointed as the initial “Certificate Registrar”. Upon any resignation of the Excess Distribution Certificate Registrar, the Depositor shall promptly appoint a successor. (b) The Trust Certificates have not been and will not be registered under the Securities Act and will not be listed on any exchange. No transfer of a Trust Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Trust Certificateholder desiring to effect such transfer and such Trust Certificateholder’s prospective transferee shall each certify to the Owner Trustee in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the “Transferor Certificate”) and either Exhibit D (the “Investment Letter”) or Exhibit E (the “Rule 144A Letter”). Except in the case of a transfer as herein providedto which the proposed transferee has provided a Rule 144A Letter, there shall also be delivered to the Owner Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Securitization Trust or the Owner Trustee. Deutsche Bank The Depositor shall provide to any Trust Certificateholder and any prospective transferee designated by any such Trust Certificateholder, information regarding the Trust Certificates and the 2021-3 Exchange Note and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Trust Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Trust Certificateholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Securitization Trust, the Owner Trustee, the Trust Company Americas shall be and the initial Excess Distribution Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. Each Trust Certificate Registrar. to contain a legend in the form set forth on the form of Trust Certificate attached hereto as Exhibit A. (c) Upon surrender for registration of transfer or exchange of the Excess Distribution any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or agency maintained pursuant to paragraph (fexchange, provided that the requirements of Section 8-401(a) belowof the UCC are met, the Eligible Lender Owner Trustee upon written direction of the Depositor shall executeexecute on behalf of the Securitization Trust and shall, or shall cause the Authenticating Agent to, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transfereetransferee or transferees, one or more new Trust Certificates of a new Excess Distribution Certificate like aggregate Percentage Interest that the Trust Certificateholder making the exchange is entitled to receive and dated the date of such authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the Excess Distribution CertificateholderTrust Certificates, as the case may be; provided that prior to such execution, authentication and delivery, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Depositor shall have received an Issuer Tax Opinion. Notwithstanding the foregoing, no sale or transfer of a Trust Certificate shall be permitted (including, without limitation, by pledge or hypothecation), and no such sale or transfer shall be registered by the Certificate Registrar duly executed by to be effective hereunder, if the holder sale or transfer thereof increases the number of Trust Certificateholders and Titling Trust Certificateholders to more than ninety-five (95). For purposes of determining the total number of Trust Certificateholders, a beneficial owner of an interest in a partnership, grantor trust or his attorney duly authorized in writingS corporation for federal income tax purposes (each, with such signature (a “Flow-Through Entity”) that owns, directly or through other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by Flow-Through Entities, a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution Trust Certificate, but the Eligible Lender Trustee or the Excess Distribution Certificate Registrar may require payment is treated as a holder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Trust Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of if (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 substantially all of the Code, if such acquisition, or the management or servicing value of the beneficial owner’s interest (directly or indirectly) in the Flow-Through Entity is attributed to the Flow-Through Entity’s interest in the Trust Certificate or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) principal purpose of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) use of the Code, Flow-Through Entity to hold the income of which pass-thru entity Trust Certificate is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding satisfy the Excess Distribution Certificate, the 95 holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.limitation set out

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph (f) below, the an Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche The Bank Trust Company Americas of New York shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the holder of the Excess Distribution CertificateholderCertificate, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph (f) below, the Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee Excess Distribution Certificate Registrar shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche Bank Trust Company Americas [___________] shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association [_____________] as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any its authenticating agent. At the option of the Excess Distribution Certificateholder, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee Excess Distribution Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the CodePlan, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iviii) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iiiii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at kept a register (the office or agency maintained pursuant to paragraph (f“Certificate Register”) below, the Excess Distribution 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, if and to the Excess Distribution Certificate and of extent transfers and exchanges are permitted pursuant to Section 3.4(b), the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Computershare is hereby appointed as the initial “Certificate Registrar”. Upon any resignation of the Excess Distribution Certificate Registrar, the Depositor shall promptly appoint a successor. (b) The Trust Certificates have not been and will not be registered under the Securities Act and will not be listed on any exchange. No transfer of a Trust Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Trust Certificateholder desiring to effect such transfer and such Trust Certificateholder’s prospective transferee shall each certify to the Owner Trustee in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the “Transferor Certificate”) and either Exhibit D (the “Investment Letter”) or Exhibit E (the “Rule 144A Letter”). Except in the case of a transfer as herein providedto which the proposed transferee has provided a Rule 144A Letter, there shall also be delivered to the Owner Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Securitization Trust or the Owner Trustee. Deutsche Bank The Depositor shall provide to any Trust Certificateholder and any prospective transferee designated by any such Trust Certificateholder, information regarding the Trust Certificates and the 2024-1 Exchange Note and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Trust Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Trust Certificateholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Securitization Trust, the Owner Trustee, the Trust Company Americas shall be and the initial Excess Distribution Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. Each Trust Certificate Registrar. is to contain a legend in the form set forth on the form of Trust Certificate attached hereto as Exhibit A. (c) Upon surrender for registration of transfer or exchange of the Excess Distribution any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or agency maintained pursuant to paragraph (fexchange, provided that the requirements of Section 8-401(a) belowof the UCC are met, the Eligible Lender Owner Trustee upon written direction of the Depositor shall executeexecute on behalf of the Securitization Trust and shall, or shall cause the Authenticating Agent to, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transfereetransferee or transferees, one or more new Trust Certificates of a new Excess Distribution Certificate like aggregate Percentage Interest that the Trust Certificateholder making the exchange is entitled to receive and dated the date of such authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the Excess Distribution CertificateholderTrust Certificates, as the case may be; provided that prior to such execution, authentication and delivery, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Depositor shall have received an Issuer Tax Opinion. Notwithstanding the foregoing, no sale or transfer of a Trust Certificate shall be permitted (including, without limitation, by pledge or hypothecation), and no such sale or transfer shall be registered by the Certificate Registrar duly executed by to be effective hereunder, if the holder sale or transfer thereof increases the number of Trust Certificateholders and Titling Trust Certificateholders to more than ninety-five (95). For purposes of determining the total number of Trust Certificateholders, a beneficial owner of an interest in a partnership, grantor trust or his attorney duly authorized in writingS corporation for federal income tax purposes (each, with such signature (a “Flow-Through Entity”) that owns, directly or through other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by Flow-Through Entities, a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution Trust Certificate, but the Eligible Lender Trustee or the Excess Distribution Certificate Registrar may require payment is treated as a holder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Trust Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of if (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 substantially all of the Code, if such acquisition, or the management or servicing value of the beneficial owner’s interest (directly or indirectly) in the Flow-Through Entity is attributed to the Flow-Through Entity’s interest in the Trust Certificate or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) principal purpose of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) use of the Code, Flow-Through Entity to hold the income of which pass-thru entity Trust Certificate is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding satisfy the Excess Distribution Certificate, the 95 holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.limitation set out

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at kept a register (the office or agency maintained pursuant to paragraph (f“Certificate Register”) below, the Excess Distribution 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, if and to the Excess Distribution Certificate and of extent transfers and exchanges are permitted pursuant to Section 3.4(b), the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Computershare is hereby appointed as the initial “Certificate Registrar”. Upon any resignation of the Excess Distribution Certificate Registrar, the Depositor shall promptly appoint a successor. (b) The Trust Certificates have not been and will not be registered under the Securities Act and will not be listed on any exchange. No transfer of a Trust Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Trust Certificateholder desiring to effect such transfer and such Trust Certificateholder’s prospective transferee shall each certify to the Owner Trustee in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the “Transferor Certificate”) and either Exhibit D (the “Investment Letter”) or Exhibit E (the “Rule 144A Letter”). Except in the case of a transfer as herein providedto which the proposed transferee has provided a Rule 144A Letter, there shall also be delivered to the Owner Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Securitization Trust or the Owner Trustee. Deutsche Bank The Depositor shall provide to any Trust Certificateholder and any prospective transferee designated by any such Trust Certificateholder, information regarding the Trust Certificates and the 2023-2 Exchange Note and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Trust Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Trust Certificateholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Securitization Trust, the Owner Trustee, the Trust Company Americas shall be and the initial Excess Distribution Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. Each Trust Certificate Registrar. is to contain a legend in the form set forth on the form of Trust Certificate attached hereto as Exhibit A. (c) Upon surrender for registration of transfer or exchange of the Excess Distribution any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or agency maintained pursuant to paragraph (fexchange, provided that the requirements of Section 8-401(a) belowof the UCC are met, the Eligible Lender Owner Trustee upon written direction of the Depositor shall executeexecute on behalf of the Securitization Trust and shall, or shall cause the Authenticating Agent to, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transfereetransferee or transferees, one or more new Trust Certificates of a new Excess Distribution Certificate like aggregate Percentage Interest that the Trust Certificateholder making the exchange is entitled to receive and dated the date of such authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the Excess Distribution CertificateholderTrust Certificates, as the case may be; provided that prior to such execution, authentication and delivery, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Depositor shall have received an Issuer Tax Opinion. Notwithstanding the foregoing, no sale or transfer of a Trust Certificate shall be permitted (including, without limitation, by pledge or hypothecation), and no such sale or transfer shall be registered by the Certificate Registrar duly executed by to be effective hereunder, if the holder sale or transfer thereof increases the number of Trust Certificateholders and Titling Trust Certificateholders to more than ninety-five (95). For purposes of determining the total number of Trust Certificateholders, a beneficial owner of an interest in a partnership, grantor trust or his attorney duly authorized in writingS corporation for federal income tax purposes (each, with such signature (a “Flow-Through Entity”) that owns, directly or through other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by Flow-Through Entities, a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution Trust Certificate, but the Eligible Lender Trustee or the Excess Distribution Certificate Registrar may require payment is treated as a holder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Trust Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of if (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 substantially all of the Code, if such acquisition, or the management or servicing value of the beneficial owner’s interest (directly or indirectly) in the Flow-Through Entity is attributed to the Flow-Through Entity’s interest in the Trust Certificate or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) principal purpose of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) use of the Code, Flow-Through Entity to hold the income of which pass-thru entity Trust Certificate is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding satisfy the Excess Distribution Certificate, the 95 holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.limitation set out

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph (f) below, the Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche Bank Trust Company Americas shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agentTrustee. At the option of the Excess Distribution Certificateholder, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee Excess Distribution Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at kept a register (the office or agency maintained pursuant to paragraph (f“Certificate Register”) below, the Excess Distribution 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, if and to the Excess Distribution Certificate and of extent transfers and exchanges are permitted pursuant to Section 3.4(b), the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Xxxxx Fargo Bank, National Association is hereby appointed as the initial “Certificate Registrar”. Upon any resignation of the Excess Distribution Certificate Registrar, the Depositor shall promptly appoint a successor. (b) The Trust Certificates have not been and will not be registered under the Securities Act and will not be listed on any exchange. No transfer of a Trust Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Trust Certificateholder desiring to effect such transfer and such Trust Certificateholder’s prospective transferee shall each certify to the Owner Trustee in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the “Transferor Certificate”) and either Exhibit D (the “Investment Letter”) or Exhibit E (the “Rule 144A Letter”). Except in the case of a transfer as herein providedto which the proposed transferee has provided a Rule 144A Letter, there shall also be delivered to the Owner Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Securitization Trust or the Owner Trustee. Deutsche Bank The Depositor shall provide to any Trust Certificateholder and any prospective transferee designated by any such Trust Certificateholder, information regarding the Trust Certificates and the 2019-3 Exchange Note and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Trust Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Trust Certificateholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Securitization Trust, the Owner Trustee, the Trust Company Americas shall be and the initial Excess Distribution Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. Each Trust Certificate Registrar. to contain a legend in the form set forth on the form of Trust Certificate attached hereto as Exhibit A. (c) Upon surrender for registration of transfer or exchange of the Excess Distribution any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or agency maintained pursuant to paragraph (fexchange, provided that the requirements of Section 8-401(a) belowof the UCC are met, the Eligible Lender Owner Trustee upon written direction of the Depositor shall executeexecute on behalf of the Securitization Trust and shall, or shall cause the Authenticating Agent to, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transfereetransferee or transferees, one or more new Trust Certificates of a new Excess Distribution Certificate like aggregate Percentage Interest that the Trust Certificateholder making the exchange is entitled to receive and dated the date of such authentication of the Trust Certificates, as the case may be; provided that prior to such execution, authentication and delivery, the Owner Trustee and the Depositor shall have received an Issuer Tax Opinion. In no event shall there be more than ninety-five (95) Certificateholders of the Securitization Trust and the Titling Trust. If a Certificateholder is a partnership, grantor trust or S corporation for federal income tax purposes (each, a “Flow-Through Entity”), the interest in any Trust Certificates owned by such Flow-Through Entity shall represent less than 50% of the Eligible Lender Trustee value of the assets owned by such Flow-Through Entity and no special allocation of income, gain, loss, deduction or any authenticating agentcredit from the Certificates will be made among the beneficial owners of such Flow-Through Entity. At the option of the Excess Distribution a Trust Certificateholder, the Excess Distribution Certificate Trust Certificates may be exchanged for another Excess Distribution Certificate other Trust Certificates of like tenor and aggregate Percentage Interest upon surrender of the Excess Distribution Certificate Trust Certificates to be exchanged at the office or agency maintained pursuant to paragraph (f) belowSection 3.8. An Excess Distribution The Certificate Registrar shall require that every Trust Certificate presented or surrendered for registration of transfer or exchange shall be beneficially owned by a United States person within the meaning of Section 7701(a)(30) of the Code and shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-9, or such other form or documentation as may be reasonably required by the Owner Trustee or the Certificate Registrar in order to comply with Applicable Money Laundering Law, in form satisfactory to the Eligible Lender Trustee and the Excess Distribution Certificate Registrar or the Owner Trustee, as applicable, duly executed by the holder thereof Trust Certificateholder or his such Person’s attorney duly authorized in writing, with . No such signature (other than for transfers or exchanges to or among any Affiliates of transfer will be effective unless the Depositor) guaranteed by a member firm of Owner Trustee has received the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 practicedocumentation required hereunder. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution CertificateTrust Certificates, but the Eligible Lender Owner Trustee or the Excess Distribution 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. The Certificate Registrar shall cancel and retain or destroy, in accordance with the Excess Distribution Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction. (d) The provisions of this Section generally are intended, among other things, to prevent the Securitization 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 Depositor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. (e) The Trust Certificates may not be acquired or held by or for the account of (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the fiduciary responsibility provisions of Title I of ERISA, (ii) a “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (iii) an entity whose underlying assets are deemed to include assets of an employee benefit plan or a plan described in (i) or (ii) above by reason of such employee benefit plan’s or a plan’s investment in the entity (each, a “Benefit Plan Investor”), or (iv) an employee benefit plan, a plan or other similar arrangement that is not a Benefit Plan Investor but is subject to federal, state, local, non-U.S. or other laws or regulations that are substantially similar to Section 406 of ERISA or Section 4975 of the Code (each of (i)-(iv), a “Benefit Plan Entity”). Each Trust Certificateholder shall be deemed to represent and warrant that it is not a Benefit Plan Entity. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make and the Excess Distribution Certificate Registrar need shall not register transfers any transfer or exchanges exchange of the Excess Distribution Certificate Trust Certificates for a period of 15 fifteen (15) days preceding the due date for any Distribution Date payment with respect to the Excess Distribution CertificateTrust Certificates. The Excess Distribution Notwithstanding anything contained herein to the contrary, neither the Certificate (including Registrar nor the Owner Trustee shall be responsible for ascertaining whether any beneficial interest therein) may not be acquired by transfer complies with the registration provisions or for exemptions from the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of Securities Act, the CodeExchange Act, if such acquisitionapplicable state securities law, ERISA, the Investment Company Act, other applicable law, or the management or servicing provisions of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign lawthis Agreement. Except that, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who an Investment Letter or Rule 144A Letter is not a United States person within required by this Section 3.4 and provided to the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the CodeOwner Trustee, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof Owner Trustee shall be deemed under a duty to have represented and warranted that examine the same solely to determine whether it is not acquiring conforms substantially on its face to the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificateapplicable form attached hereto.

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at kept a register (the office or agency maintained pursuant to paragraph (f“Certificate Register”) below, the Excess Distribution 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, if and to the Excess Distribution Certificate and of extent transfers and exchanges are permitted pursuant to Section 3.4(b), the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Xxxxx Fargo Bank, National Association is hereby appointed as the initial “Certificate Registrar”. Upon any resignation of the Excess Distribution Certificate Registrar, the Depositor shall promptly appoint a successor. (b) The Trust Certificates have not been and will not be registered under the Securities Act and will not be listed on any exchange. No transfer of a Trust Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Trust Certificateholder desiring to effect such transfer and such Trust Certificateholder’s prospective transferee shall each certify to the Owner Trustee in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the “Transferor Certificate”) and either Exhibit D (the “Investment Letter”) or Exhibit E (the “Rule 144A Letter”). Except in the case of a transfer as herein providedto which the proposed transferee has provided a Rule 144A Letter, there shall also be delivered to the Owner Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Securitization Trust or the Owner Trustee. Deutsche Bank The Depositor shall provide to any Trust Certificateholder and any prospective transferee designated by any such Trust Certificateholder, information regarding the Trust Certificates and the 2018-3 Exchange Note and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Trust Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Trust Certificateholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Securitization Trust, the Owner Trustee, the Trust Company Americas shall be and the initial Excess Distribution Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. Each Trust Certificate Registrar. to contain a legend in the form set forth on the form of Trust Certificate attached hereto as Exhibit A. (c) Upon surrender for registration of transfer or exchange of the Excess Distribution any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or agency maintained pursuant to paragraph (fexchange, provided that the requirements of Section 8-401(a) belowof the UCC are met, the Eligible Lender Owner Trustee upon written direction of the Depositor shall executeexecute on behalf of the Securitization Trust and shall, or shall cause the Authenticating Agent to, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transfereetransferee or transferees, one or more new Trust Certificates of a new Excess Distribution Certificate like aggregate Percentage Interest that the Trust Certificateholder making the exchange is entitled to receive and dated the date of such authentication of the Trust Certificates, as the case may be; provided that prior to such execution, authentication and delivery, the Owner Trustee and the Depositor shall have received an Issuer Tax Opinion. In no event shall there be more than ninety-five (95) Certificateholders of the Securitization Trust and the Titling Trust. If a Certificateholder is a partnership, grantor trust or S corporation for federal income tax purposes (each, a “Flow-Through Entity”), the interest in any Trust Certificates owned by such Flow-Through Entity shall represent less than 50% of the Eligible Lender Trustee value of the assets owned by such Flow-Through Entity and no special allocation of income, gain, loss, deduction or any authenticating agentcredit from the Certificates will be made among the beneficial owners of such Flow-Through Entity. At the option of the Excess Distribution a Trust Certificateholder, the Excess Distribution Certificate Trust Certificates may be exchanged for another Excess Distribution Certificate other Trust Certificates of like tenor and aggregate Percentage Interest upon surrender of the Excess Distribution Certificate Trust Certificates to be exchanged at the office or agency maintained pursuant to paragraph (f) belowSection 3.8. An Excess Distribution The Certificate Registrar shall require that every Trust Certificate presented or surrendered for registration of transfer or exchange shall be beneficially owned by a United States person within the meaning of Section 7701(a)(30) of the Code and shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-9, or such other form or documentation as may be reasonably required by the Owner Trustee or the Certificate Registrar in order to comply with Applicable Money Laundering Law, in form satisfactory to the Eligible Lender Trustee and the Excess Distribution Certificate Registrar or the Owner Trustee, as applicable, duly executed by the holder thereof Trust Certificateholder or his such Person’s attorney duly authorized in writing, with . No such signature (other than for transfers or exchanges to or among any Affiliates of transfer will be effective unless the Depositor) guaranteed by a member firm of Owner Trustee has received the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 practicedocumentation required hereunder. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution CertificateTrust Certificates, but the Eligible Lender Owner Trustee or the Excess Distribution 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. The Certificate Registrar shall cancel and retain or destroy, in accordance with the Excess Distribution Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction. (d) The provisions of this Section generally are intended, among other things, to prevent the Securitization 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 Depositor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. (e) The Trust Certificates may not be acquired or held by or for the account of (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the fiduciary responsibility provisions of Title I of ERISA, (ii) a “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (iii) an entity whose underlying assets are deemed to include assets of an employee benefit plan or a plan described in (i) or (ii) above by reason of such employee benefit plan’s or a plan’s investment in the entity (each, a “Benefit Plan Investor”), or (iv) an employee benefit plan, a plan or other similar arrangement that is not a Benefit Plan Investor but is subject to federal, state, local, non-U.S. or other laws or regulations that are substantially similar to Section 406 of ERISA or Section 4975 of the Code (each of (i)-(iv), a “Benefit Plan Entity”). Each Trust Certificateholder shall be deemed to represent and warrant that it is not a Benefit Plan Entity. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make and the Excess Distribution Certificate Registrar need shall not register transfers any transfer or exchanges exchange of the Excess Distribution Certificate Trust Certificates for a period of 15 fifteen (15) days preceding the due date for any Distribution Date payment with respect to the Excess Distribution CertificateTrust Certificates. The Excess Distribution Notwithstanding anything contained herein to the contrary, neither the Certificate (including Registrar nor the Owner Trustee shall be responsible for ascertaining whether any beneficial interest therein) may not be acquired by transfer complies with the registration provisions or for exemptions from the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of Securities Act, the CodeExchange Act, if such acquisitionapplicable state securities law, ERISA, the Investment Company Act, other applicable law, or the management or servicing provisions of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign lawthis Agreement. Except that, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who an Investment Letter or Rule 144A Letter is not a United States person within required by this Section 3.4 and provided to the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the CodeOwner Trustee, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof Owner Trustee shall be deemed under a duty to have represented and warranted that examine the same solely to determine whether it is not acquiring conforms substantially on its face to the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificateapplicable form attached hereto.

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at kept a register (the office or agency maintained pursuant to paragraph (f“Certificate Register”) below, the Excess Distribution 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, if and to the Excess Distribution Certificate and of extent transfers and exchanges are permitted pursuant to Section 3.4(b), the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Xxxxx Fargo Bank, National Association is hereby appointed as the initial “Certificate Registrar”. Upon any resignation of the Excess Distribution Certificate Registrar, the Depositor shall promptly appoint a successor. (b) The Trust Certificates have not been and will not be registered under the Securities Act and will not be listed on any exchange. No transfer of a Trust Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Trust Certificateholder desiring to effect such transfer and such Trust Certificateholder’s prospective transferee shall each certify to the Owner Trustee in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the “Transferor Certificate”) and either Exhibit D (the “Investment Letter”) or Exhibit E (the “Rule 144A Letter”). Except in the case of a transfer as herein providedto which the proposed transferee has provided a Rule 144A Letter, there shall also be delivered to the Owner Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Securitization Trust or the Owner Trustee. Deutsche Bank The Depositor shall provide to any Trust Certificateholder and any prospective transferee designated by any such Trust Certificateholder, information regarding the Trust Certificates and the 2018-1 Exchange Note and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Trust Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Trust Certificateholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Securitization Trust, the Owner Trustee, the Trust Company Americas shall be and the initial Excess Distribution Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. Each Trust Certificate Registrar. to contain a legend in the form set forth on the form of Trust Certificate attached hereto as Exhibit A. (c) Upon surrender for registration of transfer or exchange of the Excess Distribution any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or agency maintained pursuant to paragraph (fexchange, provided that the requirements of Section 8-401(a) belowof the UCC are met, the Eligible Lender Owner Trustee upon written direction of the Depositor shall executeexecute on behalf of the Securitization Trust and shall, or shall cause the Authenticating Agent to, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transfereetransferee or transferees, one or more new Trust Certificates of a new Excess Distribution Certificate like aggregate Percentage Interest that the Trust Certificateholder making the exchange is entitled to receive and dated the date of such authentication of the Trust Certificates, as the case may be; provided that prior to such execution, authentication and delivery, the Owner Trustee and the Depositor shall have received an Issuer Tax Opinion. In no event shall there be more than ninety-five (95) Certificateholders of the Securitization Trust and the Titling Trust. If a Certificateholder is a partnership, grantor trust or S corporation for federal income tax purposes (each, a “Flow-Through Entity”), the interest in any Trust Certificates owned by such Flow-Through Entity shall represent less than 50% of the Eligible Lender Trustee value of the assets owned by such Flow-Through Entity and no special allocation of income, gain, loss, deduction or any authenticating agentcredit from the Certificates will be made among the beneficial owners of such Flow-Through Entity. At the option of the Excess Distribution a Trust Certificateholder, the Excess Distribution Certificate Trust Certificates may be exchanged for another Excess Distribution Certificate other Trust Certificates of like tenor and aggregate Percentage Interest upon surrender of the Excess Distribution Certificate Trust Certificates to be exchanged at the office or agency maintained pursuant to paragraph (f) belowSection 3.8. An Excess Distribution The Certificate Registrar shall require that every Trust Certificate presented or surrendered for registration of transfer or exchange shall be beneficially owned by a United States person within the meaning of Section 7701(a)(30) of the Code and shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-9 or such other form as may be reasonably required in form satisfactory to the Eligible Lender Trustee and the Excess Distribution Certificate Registrar duly executed by the holder thereof Trust Certificateholder or his such Person’s attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution CertificateTrust Certificates, but the Eligible Lender Owner Trustee or the Excess Distribution 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. The Certificate Registrar shall cancel and retain or destroy, in accordance with the Excess Distribution Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction. (d) The provisions of this Section generally are intended, among other things, to prevent the Securitization 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 Depositor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. (e) The Trust Certificates may not be acquired or held by or for the account of (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the fiduciary responsibility provisions of Title I of ERISA, (ii) a “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (iii) an entity whose underlying assets are deemed to include assets of an employee benefit plan or a plan described in (i) or (ii) above by reason of such employee benefit plan’s or a plan’s investment in the entity (each, a “Benefit Plan Investor”), or (iv) an employee benefit plan, a plan or other similar arrangement that is not a Benefit Plan Investor but is subject to federal, state, local, non-U.S. or other laws or regulations that are substantially similar to Section 406 of ERISA or Section 4975 of the Code (each of (i)-(iv), a “Benefit Plan Entity”). Each Trust Certificateholder shall be deemed to represent and warrant that it is not a Benefit Plan Entity. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make and the Excess Distribution Certificate Registrar need shall not register transfers any transfer or exchanges exchange of the Excess Distribution Certificate Trust Certificates for a period of 15 fifteen (15) days preceding the due date for any Distribution Date payment with respect to the Excess Distribution CertificateTrust Certificates. The Excess Distribution Notwithstanding anything contained herein to the contrary, neither the Certificate (including Registrar nor the Owner Trustee shall be responsible for ascertaining whether any beneficial interest therein) may not be acquired by transfer complies with the registration provisions or for exemptions from the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of Securities Act, the CodeExchange Act, if such acquisitionapplicable state securities law, ERISA, the Investment Company Act, other applicable law, or the management or servicing provisions of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign lawthis Agreement. Except that, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who an Investment Letter or Rule 144A Letter is not a United States person within required by this Section 3.4 and provided to the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the CodeOwner Trustee, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof Owner Trustee shall be deemed under a duty to have represented and warranted that examine the same solely to determine whether it is not acquiring conforms substantially on its face to the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificateapplicable form attached hereto.

Registration of Transfer and Exchange. of Trust ---------------------------------------------- Certificates. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the ------------ office or agency maintained pursuant to paragraph (f) belowSection 3.8, the Excess Distribution 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 Excess Distribution Certificate Trust Certificates and of transfers and exchanges of the Excess Distribution Certificate Trust Certificates as herein provided. Deutsche Bank Bankers Trust Company Americas shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution any Trust Certificate at the office or agency maintained pursuant to paragraph (f) Section 3.8, and, upon satisfaction of the conditions set forth below, the Eligible Lender Owner Trustee shall execute, authenticate and deliver deliver, (or shall cause JPMorgan Chase Bank, National Association Bankers Trust Company as its authenticating agent to authenticate and deliver), in the name of the designated transfereetransferee or transferees, one or more new Trust Certificates in authorized denominations of a new Excess Distribution Certificate like Percentage Interest dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of the Excess Distribution Certificateholdera Holder, the Excess Distribution Certificate Trust Certificates may be exchanged for another Excess Distribution Certificate other Trust Certificates of the same class in authorized denominations of a like Percentage Interest upon surrender of the Excess Distribution Certificate Trust Certificates to be exchanged at the office or agency maintained pursuant to paragraph (f) belowSection 3.8. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof Certificateholder or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates guaranteed by an "eligible guarantor institution" meeting the requirements of the DepositorCertificate Registrar, which requirements include membership or participation in the Securities Transfer Agent's Medallion Program ("STAMP") guaranteed or such other "signature guarantee program" as may be determined by a member firm the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of the New York Stock Exchange or a commercial bank or trust company1934, as amended. An Excess Distribution 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. In addition, each such Certificateholder shall comply with Section 2.12(c) No service charge shall be made for any registration of transfer or exchange of the Excess Distribution CertificateTrust Certificates, but the Eligible Lender Owner Trustee or the Excess Distribution 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. Notwithstanding the Excess Distribution Certificate. The preceding provisions of this Section notwithstandingforegoing, the Eligible Lender Owner Trustee shall need not be required to make and the Excess Distribution Certificate Registrar need not register register, transfers or exchanges of the Excess Distribution Certificate of, Trust Certificates for a period of 15 days preceding the due date for any Distribution Date payment with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution CertificateCertificates.

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at kept a register (the office or agency maintained pursuant to paragraph (f“Certificate Register”) below, the Excess Distribution 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, if and to the Excess Distribution Certificate and of extent transfers and exchanges are permitted pursuant to Section 3.4(b), the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Xxxxx Fargo Bank, National Association is hereby appointed as the initial “Certificate Registrar”. Upon any resignation of the Excess Distribution Certificate Registrar, the Depositor shall promptly appoint a successor. (b) The Trust Certificates have not been and will not be registered under the Securities Act and will not be listed on any exchange. No transfer of a Trust Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Trust Certificateholder desiring to effect such transfer and such Trust Certificateholder’s prospective transferee shall each certify to the Owner Trustee in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the “Transferor Certificate”) and either Exhibit D (the “Investment Letter”) or Exhibit E (the “Rule 144A Letter”). Except in the case of a transfer as herein providedto which the proposed transferee has provided a Rule 144A Letter, there shall also be delivered to the Owner Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Securitization Trust or the Owner Trustee. Deutsche Bank The Depositor shall provide to any Trust Certificateholder and any prospective transferee designated by any such Trust Certificateholder, information regarding the Trust Certificates and the 2016-1 Exchange Note and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Trust Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Trust Certificateholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Securitization Trust, the Owner Trustee, the Trust Company Americas shall be and the initial Excess Distribution Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. Each Trust Certificate Registrar. to contain a legend in the form set forth on the form of Trust Certificate attached hereto as Exhibit A. (c) Upon surrender for registration of transfer or exchange of the Excess Distribution any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or agency maintained pursuant to paragraph (fexchange, provided that the requirements of Section 8-401(a) belowof the UCC are met, the Eligible Lender Owner Trustee upon written direction of the Depositor shall executeexecute on behalf of the Securitization Trust and shall, or shall cause the Authenticating Agent to, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transfereetransferee or transferees, one or more new Trust Certificates of a new Excess Distribution Certificate like aggregate Percentage Interest that the Trust Certificateholder making the exchange is entitled to receive and dated the date of such authentication of the Trust Certificates, as the case may be; provided that prior to such execution, authentication and delivery, the Owner Trustee and the Depositor shall have received an Issuer Tax Opinion. In no event shall there be more than ninety-five (95) Certificateholders of the Securitization Trust and the Titling Trust. If a Certificateholder is a partnership, grantor trust or S corporation for federal income tax purposes (each, a “Flow-Through Entity”), the interest in any Trust Certificates owned by such Flow-Through Entity shall represent less than 50% of the Eligible Lender Trustee value of the assets owned by such Flow-Through Entity and no special allocation of income, gain, loss, deduction or any authenticating agentcredit from the Certificates will be made among the beneficial owners of such Flow-Through Entity. At the option of the Excess Distribution a Trust Certificateholder, the Excess Distribution Certificate Trust Certificates may be exchanged for another Excess Distribution Certificate other Trust Certificates of like tenor and aggregate Percentage Interest upon surrender of the Excess Distribution Certificate Trust Certificates to be exchanged at the office or agency maintained pursuant to paragraph (f) belowSection 3.8. An Excess Distribution The Certificate Registrar shall require that every Trust Certificate presented or surrendered for registration of transfer or exchange shall be beneficially owned by a United States person within the meaning of Section 7701(a)(30) of the Code and shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-9 or such other form as may be reasonably required in form satisfactory to the Eligible Lender Trustee and the Excess Distribution Certificate Registrar duly executed by the holder thereof Trust Certificateholder or his such Person’s attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution CertificateTrust Certificates, but the Eligible Lender Owner Trustee or the Excess Distribution 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 the Excess Distribution CertificateTrust Certificates. The preceding Certificate Registrar shall cancel and retain or destroy, in accordance with the Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction. (d) The provisions of this Section notwithstandinggenerally are intended, among other things, to prevent the Eligible Lender Trustee shall not be required to make Securitization 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 Excess Distribution Certificate Registrar need Depositor shall take such intent into account in determining whether or not register transfers or exchanges to consent to any proposed transfer of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Trust Certificate. . (e) The Excess Distribution Certificate (including any beneficial interest therein) Trust Certificates may not be acquired or held by or for the account of (i) any Benefit Plan an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the fiduciary responsibility provisions of Title I of ERISA and/or ERISA, (ii) a “plan” (as defined in Section 4975 4975(e)(1) of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or ) that is subject to Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not entity whose underlying assets are deemed to include assets of an employee benefit plan or a United States person within plan described in (i) or (ii) above by reason of such employee benefit plan’s or plan’s investment in the meaning of Section 7701(a)(30) of the Codeentity (each, a “Benefit Plan Investor”), or (iv) any “passan employee benefit plan, a plan or other similar arrangement that is not a Benefit Plan Investor but is subject to federal, state, local, non-thru entity” referred U.S. or other laws or regulations substantially similar to in Title I of ERISA or Section 1(h)(10)(D4975 of the Code (each of (i) – (iv), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) abovea “Benefit Plan Entity”). By accepting and holding the Excess Distribution a Trust Certificate, the holder hereof Holder thereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account a Benefit Plan Entity. The preceding provisions of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violatedthis Section notwithstanding, the holder will promptly dispose Owner Trustee shall not make and the Certificate Registrar shall not register any transfer or exchange of Trust Certificates for a period of fifteen (15) days preceding the Excess Distribution Certificatedue date for any payment with respect to the Trust Certificates. 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, the Exchange Act, applicable state securities law, ERISA, the Investment Company Act, other applicable law, or the provisions of this Agreement. Except that, if an Investment Letter or Rule 144A Letter is required by this Section 3.4 and provided to the Owner Trustee, the Owner Trustee shall be under a duty to examine the same solely to determine whether it conforms substantially on its face to the applicable form attached hereto.

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph Section 3.08, a register (f) belowthe “Certificate Register”), the Excess Distribution 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, if and to the Excess Distribution Certificate extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers and exchanges of the Excess Distribution Trust Certificates. No transfer of a Trust Certificate as herein provided. Deutsche Bank Trust Company Americas shall be recognized except upon registration of such transfer. Wilmington Trust is hereby appointed as the initial Excess Distribution Certificate Registrar. The Certificate Registrar hereby agrees to notify the Paying Agent in writing of any changes to the Registered Holders of the Trust Certificates. If the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall give prompt written notice to such effect to the Depositor, the Owner Trustee and the Servicer. The Owner Trustee shall promptly appoint a successor, which shall be another trust company or bank, and shall agree to act in accordance with the provisions of this Agreement applicable to it as successor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. If and to the extent transfers are permitted pursuant to Section 3.10, 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 Depositor and the Certificate Registrar the following: (i) It has neither acquired through nor will it transfer any Trust Certificate it purchases (or any interest therein) through or cause any such Trust Certificates (or any interest therein) to be traded or readily available on or through (A) 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, or (B) a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704(b)(2) of the Code. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation, grantor trust or an entity disregarded as a separate entity from any such entity for U.S. federal income tax purposes or (B) is such an entity, but (x) 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 Depositor 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 and (y) it is not and will not be a principal purpose of the arrangement involving such entity’s beneficial interest in any Trust Certificates to permit any partnership to satisfy the 100 partner limitation of Treasury Regulation Section 1.7704-1(h)(1)(ii) necessary for such partnership not to be classified as a publicly traded partnership under the Code. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000 and (B) it causes its proposed transferee to provide the Issuing Entity and the Certificate Registrar a letter substantially in the form of Exhibit B hereto; provided, however, that any attempted transfer that would either cause (1) the number of registered holders of Trust Certificates to exceed 95 or (2) the number of holders of direct or indirect interests in the Titling Trust to exceed 50, shall be a void transfer. (iv) Unless the Depositor has received an opinion from a nationally recognized tax counsel (which, for the avoidance of doubt, may rely on reasonable representations of the applicable transferee or other applicable persons) that the proposed transfer or the type of transfer described by this paragraph, without the representation 7 (NALT 2016-B Amended and Restated Trust Agreement) pursuant to this paragraph, will not cause the Issuing Entity to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, it (and any Person for which it holds Trust Certificates as agent or nominee) will not beneficially own (i) any Trust Certificates (or interest therein) if at such time a Person that is a member of an expanded group (as defined in Proposed Treasury Regulation section 1.385-1(b)(3) or any successor regulation then in effect) that owns the Issuing Entity as a “controlled partnership” (as defined in Proposed Treasury Regulation section 1.385-1(b)(1)) and that includes such holder beneficially owns any Note or (ii) all of the Trust Certificates if at such time a Person that is a member of an expanded group (as defined in Proposed Treasury Regulation section 1.385-1(b)(3) or any successor regulation then in effect) that includes such holder beneficially owns any Note. (v) It understands that the Opinion of Counsel to the Issuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii), (iii) and (iv) above. (vi) Prior to December 31, 2017 or such later date that subchapter C of chapter 63 of subtitle F of the Code as amended by the Bipartisan Budget Act of 2015 (the “Amended Partnership Audit Rules”) shall apply to the Issuing Entity, (A) it shall provide to the Administrative Agent on behalf of the Issuing Entity and the Depositor any further information required by the Issuing Entity to comply with the Amended Partnership Audit Rules, including Section 6226(a) of the Amended Partnership Audit Rules and (B) if it is not the beneficial owner of a Trust Certificate, such beneficial owner shall provide to the Administrative Agent on behalf of the Issuing Entity and the Depositor any further information required by the Issuing Entity to comply with the Amended Partnership Audit Rules, including Section 6226(a) of the Amended Partnership Audit Rules and, to the extent the Issuing Entity determines such appointment necessary for it to make an election under Section 6226(a) of the Amended Partnership Audit Rules, hereby appoints the transferee as its agent for purposes of receiving any notifications or information pursuant to the notice requirements under Section 6226(a)(2) of the Amended Partnership Audit Rules. If and to the extent transfers are permitted pursuant to Section 3.10, 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 Depositor and the Certificate Registrar substantially in the form of Exhibit B to the effect that: (i) such transferee is not a Non-U.S. Person, (ii) such transferee is not a Benefit Plan Investor, and (iii) if such transferee is a “governmental plan” (as defined in Section 3(32) of ERISA) or any other plan that is subject to Similar Law, its acquisition, holding and disposition of the Trust Certificates (or interest therein) will not result in a violation of Similar Law and will not result in the assets of the Issuing Entity being plan assets of such plan under Similar Law. A “Non-U.S. Person” means any Person who is not (a) a citizen or resident of the United States who is a natural person, (b) a corporation or partnership (or an entity treated as a corporation or partnership) created or organized in or under the laws of the United States or any state thereof, including the District of Columbia (unless, in the case of a partnership, Treasury Regulations are adopted that provide otherwise), (c) an estate, the income of which is subject to U.S. federal income taxation, regardless of its source, (d) a 8 (NALT 2016-B Amended and Restated Trust Agreement) trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as defined in the Code and Treasury Regulations) have the authority to control all substantial decisions of the trust; or (e) a trust that was in existence prior to August 20, 1996 and that, under Treasury Regulations, is eligible to elect, and does validly elect, to be treated as a United States person (as defined in the Code and Treasury Regulations) despite not meeting the requirements of clause (d). (c) By acceptance of any Trust Certificate, the related Trust Certificateholder specifically agrees with and represents to the Depositor, the Issuing Entity and Certificate Registrar that no transfer of such Trust Certificate shall be made unless the registration requirements of the Securities Act and any applicable state securities laws are complied with, or such transfer is exempt from the registration requirements under the Securities Act. (d) Upon surrender for registration of transfer or exchange of the Excess Distribution any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or agency maintained pursuant to paragraph (f) below, exchange the Eligible Lender Owner Trustee shall executeexecute and shall, or shall cause the Authenticating Agent to, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transfereetransferee or transferees, one or more new Trust Certificates in authorized denominations of a new Excess Distribution Certificate like aggregate face amount dated the date of such authentication by or the Eligible Lender Trustee or any authenticating agentTrust Certificates that the Trust Certificateholder making the exchange is entitled to receive, as the case may be. At the option of the Excess Distribution Certificateholder, the Excess Distribution The Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution Registrar shall require that 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 W-9 or such other form as may be reasonably required to establish such transferee’s complete exemption from deduction or withholding (including backup withholding) of U.S. federal income tax in form satisfactory to the Eligible Lender Trustee and the Excess Distribution Certificate Registrar duly executed by the holder thereof Trust Certificateholder or his such Person’s attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution CertificateTrust Certificates, but the Eligible Lender Owner Trustee or the Excess Distribution 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. The Certificate Registrar shall cancel and retain or destroy, in accordance with the Excess Distribution Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction. (e) The provisions of this Section generally are intended, among other things, to prevent the Issuing Entity 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 Depositor shall take such intent into account in determining whether or not to consent to any proposed transfer of any Trust Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make and the Excess Distribution Certificate Registrar need shall not register transfers any transfer or exchanges exchange of the Excess Distribution Certificate Trust Certificates for a period of 15 days preceding the due date for any Distribution Date payment with respect to the Excess Distribution CertificateTrust Certificates. The Excess Distribution Certificate 9 (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the NALT 2016-B Amended and Restated Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(DAgreement), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at kept a register (the office or agency maintained pursuant to paragraph (f“Certificate Register”) below, the Excess Distribution 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, if and to the Excess Distribution Certificate and of extent transfers and exchanges are permitted pursuant to Section 3.4(b), the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Xxxxx Fargo Bank, National Association is hereby appointed as the initial “Certificate Registrar”. Upon any resignation of the Excess Distribution Certificate Registrar, the Depositor shall promptly appoint a successor. (b) The Trust Certificates have not been and will not be registered under the Securities Act and will not be listed on any exchange. No transfer of a Trust Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Trust Certificateholder desiring to effect such transfer and such Trust Certificateholder’s prospective transferee shall each certify to the Owner Trustee in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the “Transferor Certificate”) and either Exhibit D (the “Investment Letter”) or Exhibit E (the “Rule 144A Letter”). Except in the case of a transfer as herein providedto which the proposed transferee has provided a Rule 144A Letter, there shall also be delivered to the Owner Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Securitization Trust or the Owner Trustee. Deutsche Bank The Depositor shall provide to any Trust Certificateholder and any prospective transferee designated by any such Trust Certificateholder, information regarding the Trust Certificates and the 2015-2 Exchange Note and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Trust Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Trust Certificateholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Securitization Trust, the Owner Trustee, the Trust Company Americas shall be and the initial Excess Distribution Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. Each Trust Certificate Registrar. to contain a legend in the form set forth on the form of Trust Certificate attached hereto as Exhibit A. (c) Upon surrender for registration of transfer or exchange of the Excess Distribution any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or agency maintained pursuant to paragraph (fexchange, provided that the requirements of Section 8-401(a) belowof the UCC are met, the Eligible Lender Owner Trustee upon written direction of the Depositor shall executeexecute on behalf of the Securitization Trust and shall, or shall cause the Authenticating Agent to, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transfereetransferee or transferees, one or more new Trust Certificates of a new Excess Distribution Certificate like aggregate Percentage Interest that the Trust Certificateholder making the exchange is entitled to receive and dated the date of such authentication of the Trust Certificates, as the case may be; provided that prior to such execution, authentication and delivery, the Owner Trustee and the Depositor shall have received an Issuer Tax Opinion. In no event shall there be more than ninety-five (95) Certificateholders of the Securitization Trust and the Titling Trust. If a Certificateholder is a partnership, grantor trust or S corporation for federal income tax purposes (each, a “Flow-Through Entity”), the interest in any Trust Certificates owned by such Flow-Through Entity shall represent less than 50% of the Eligible Lender Trustee value of the assets owned by such Flow-Through Entity and no special allocation of income, gain, loss, deduction or any authenticating agentcredit from the Certificates will be made among the beneficial owners of such Flow-Through Entity. At the option of the Excess Distribution a Trust Certificateholder, the Excess Distribution Certificate Trust Certificates may be exchanged for another Excess Distribution Certificate other Trust Certificates of like tenor and aggregate Percentage Interest upon surrender of the Excess Distribution Certificate Trust Certificates to be exchanged at the office or agency maintained pursuant to paragraph (f) belowSection 3.8. An Excess Distribution The Certificate Registrar shall require that every Trust Certificate presented or surrendered for registration of transfer or exchange shall be beneficially owned by a United States person within the meaning of Section 7701(a)(30) of the Code and shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-9 or such other form as may be reasonably required in form satisfactory to the Eligible Lender Trustee and the Excess Distribution Certificate Registrar duly executed by the holder thereof Trust Certificateholder or his such Person’s attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution CertificateTrust Certificates, but the Eligible Lender Owner Trustee or the Excess Distribution 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 the Excess Distribution CertificateTrust Certificates. The preceding Certificate Registrar shall cancel and retain or destroy, in accordance with the Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction. (d) The provisions of this Section notwithstandinggenerally are intended, among other things, to prevent the Eligible Lender Trustee shall not be required to make Securitization 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 Excess Distribution Certificate Registrar need Depositor shall take such intent into account in determining whether or not register transfers or exchanges to consent to any proposed transfer of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Trust Certificate. . (e) The Excess Distribution Certificate (including any beneficial interest therein) Trust Certificates may not be acquired or held by or for the account of (i) any Benefit Plan an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the fiduciary responsibility provisions of Title I of ERISA and/or ERISA, (ii) a “plan” (as defined in Section 4975 4975(e)(1) of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or ) that is subject to Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not entity whose underlying assets are deemed to include assets of an employee benefit plan or a United States person within plan described in (i) or (ii) above by reason of such employee benefit plan’s or plan’s investment in the meaning of Section 7701(a)(30) of the Codeentity (each, a “Benefit Plan Investor”), or (iv) any “passan employee benefit plan, a plan or other similar arrangement that is not a Benefit Plan Investor but is subject to federal, state, local, non-thru entity” referred U.S. or other laws or regulations substantially similar to in Title I of ERISA or Section 1(h)(10)(D4975 of the Code (each of (i) – (iv), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) abovea “Benefit Plan Entity”). By accepting and holding the Excess Distribution a Trust Certificate, the holder hereof Holder thereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account a Benefit Plan Entity. The preceding provisions of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violatedthis Section notwithstanding, the holder will promptly dispose Owner Trustee shall not make and the Certificate Registrar shall not register any transfer or exchange of Trust Certificates for a period of fifteen (15) days preceding the Excess Distribution Certificatedue date for any payment with respect to the Trust Certificates. 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, the Exchange Act, applicable state securities law, ERISA, the Investment Company Act, other applicable law, or the provisions of this Agreement. Except that, if an Investment Letter or Rule 144A Letter is required by this Section 3.4 and provided to the Owner Trustee, the Owner Trustee shall be under a duty to examine the same solely to determine whether it conforms substantially on its face to the applicable form attached hereto.

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at kept a register (the office or agency maintained pursuant to paragraph (f“Certificate Register”) below, the Excess Distribution 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, if and to the Excess Distribution Certificate and of extent transfers and exchanges are permitted pursuant to Section 3.4(b), the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. Xxxxx Fargo Bank, National Association is hereby appointed as the initial “Certificate Registrar”. Upon any resignation of the Excess Distribution Certificate Registrar, the Depositor shall promptly appoint a successor. (b) The Trust Certificates have not been and will not be registered under the Securities Act and will not be listed on any exchange. No transfer of a Trust Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Trust Certificateholder desiring to effect such transfer and such Trust Certificateholder’s prospective transferee shall each certify to the Owner Trustee in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the “Transferor Certificate”) and either Exhibit D (the “Investment Letter”) or Exhibit E (the “Rule 144A Letter”). Except in the case of a transfer as herein providedto which the proposed transferee has provided a Rule 144A Letter, there shall also be delivered to the Owner Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Securitization Trust or the Owner Trustee. Deutsche Bank The Depositor shall provide to any Trust Certificateholder and any prospective transferee designated by any such Trust Certificateholder, information regarding the Trust Certificates and the 2015-1 Exchange Note and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Trust Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Trust Certificateholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Securitization Trust, the Owner Trustee, the Trust Company Americas shall be and the initial Excess Distribution Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. Each Trust Certificate Registrar. to contain a legend in the form set forth on the form of Trust Certificate attached hereto as Exhibit A. (c) Upon surrender for registration of transfer or exchange of the Excess Distribution any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or agency maintained pursuant to paragraph (fexchange, provided that the requirements of Section 8-401(a) belowof the UCC are met, the Eligible Lender Owner Trustee upon written direction of the Depositor shall executeexecute on behalf of the Securitization Trust and shall, or shall cause the Authenticating Agent to, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transfereetransferee or transferees, one or more new Trust Certificates of a new Excess Distribution Certificate like aggregate Percentage Interest that the Trust Certificateholder making the exchange is entitled to receive and dated the date of such authentication of the Trust Certificates, as the case may be; provided that prior to such execution, authentication and delivery, the Owner Trustee and the Depositor shall have received an Issuer Tax Opinion. In no event shall there be more than ninety-five (95) Certificateholders of the Securitization Trust and the Titling Trust. If a Certificateholder is a partnership, grantor trust or S corporation for federal income tax purposes (each, a “Flow-Through Entity”), the interest in any Trust Certificates owned by such Flow-Through Entity shall represent less than 50% of the Eligible Lender Trustee value of the assets owned by such Flow-Through Entity and no special allocation of income, gain, loss, deduction or any authenticating agentcredit from the Certificates will be made among the beneficial owners of such Flow-Through Entity. At the option of the Excess Distribution a Trust Certificateholder, the Excess Distribution Certificate Trust Certificates may be exchanged for another Excess Distribution Certificate other Trust Certificates of like tenor and aggregate Percentage Interest upon surrender of the Excess Distribution Certificate Trust Certificates to be exchanged at the office or agency maintained pursuant to paragraph (f) belowSection 3.8. An Excess Distribution The Certificate Registrar shall require that every Trust Certificate presented or surrendered for registration of transfer or exchange shall be beneficially owned by a United States person within the meaning of Section 7701(a)(30) of the Code and shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-9 or such other form as may be reasonably required in form satisfactory to the Eligible Lender Trustee and the Excess Distribution Certificate Registrar duly executed by the holder thereof Trust Certificateholder or his such Person’s attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution CertificateTrust Certificates, but the Eligible Lender Owner Trustee or the Excess Distribution 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 the Excess Distribution CertificateTrust Certificates. The preceding Certificate Registrar shall cancel and retain or destroy, in accordance with the Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction. (d) The provisions of this Section notwithstandinggenerally are intended, among other things, to prevent the Eligible Lender Trustee shall not be required to make Securitization 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 Excess Distribution Certificate Registrar need Depositor shall take such intent into account in determining whether or not register transfers or exchanges to consent to any proposed transfer of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Trust Certificate. . (e) The Excess Distribution Certificate (including any beneficial interest therein) Trust Certificates may not be acquired or held by or for the account of (i) any Benefit Plan an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the fiduciary responsibility provisions of Title I of ERISA and/or ERISA, (ii) a “plan” (as defined in Section 4975 4975(e)(1) of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or ) that is subject to Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not entity whose underlying assets are deemed to include assets of an employee benefit plan or a United States person within plan described in (i) or (ii) above by reason of such employee benefit plan’s or plan’s investment in the meaning of Section 7701(a)(30) of the Codeentity (each, a “Benefit Plan Investor”), or (iv) any “passan employee benefit plan, a plan or other similar arrangement that is not a Benefit Plan Investor but is subject to federal, state, local, non-thru entity” referred U.S. or other laws or regulations substantially similar to in Title I of ERISA or Section 1(h)(10)(D4975 of the Code (each of (i) – (iv), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) abovea “Benefit Plan Entity”). By accepting and holding the Excess Distribution a Trust Certificate, the holder hereof Holder thereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account a Benefit Plan Entity. The preceding provisions of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violatedthis Section notwithstanding, the holder will promptly dispose Owner Trustee shall not make and the Certificate Registrar shall not register any transfer or exchange of Trust Certificates for a period of fifteen (15) days preceding the Excess Distribution Certificatedue date for any payment with respect to the Trust Certificates. 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, the Exchange Act, applicable state securities law, ERISA, the Investment Company Act, other applicable law, or the provisions of this Agreement. Except that, if an Investment Letter or Rule 144A Letter is required by this Section 3.4 and provided to the Owner Trustee, the Owner Trustee shall be under a duty to examine the same solely to determine whether it conforms substantially on its face to the applicable form attached hereto.

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph Section 3.08, a register (f) belowthe “Certificate Register”), the Excess Distribution 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, if and to the Excess Distribution Certificate extent transfers are permitted pursuant to 6 (NALT 2012-B Amended and Restated Trust Agreement) Section 3.04(b) and Section 3.10, the registration of transfers and exchanges of the Excess Distribution Trust Certificates. No transfer of a Trust Certificate as herein provided. Deutsche Bank Trust Company Americas shall be recognized except upon registration of such transfer. Wilmington Trust is hereby appointed as the initial Excess Distribution Certificate Registrar. Upon surrender for registration The Certificate Registrar hereby agrees to notify the Paying Agent in writing of transfer any changes to the Registered Holders of the Excess Distribution Trust Certificates. If the Certificate at the office or agency maintained pursuant Registrar shall for any reason become unable to paragraph (f) belowact as Certificate Registrar, the Eligible Lender Trustee Certificate Registrar shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent give prompt written notice to authenticate and deliver), in such effect to the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the Excess Distribution CertificateholderDepositor, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writingServicer. The Owner Trustee shall promptly appoint a successor, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange which shall be cancelled another trust company or bank, and subsequently disposed of by the Eligible Lender Trustee shall agree to act in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Agreement applicable to it as successor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. If and to the extent transfers are permitted pursuant to Section notwithstanding3.10, as a condition to the registration of any transfer of a Trust Certificate, the Eligible Lender Trustee prospective transferee shall not be required to make represent in writing to the Owner Trustee, the Depositor and the Excess Distribution Certificate Registrar need not register transfers the following: (i) It has neither acquired through nor will it transfer any Trust Certificate it purchases (or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not through or cause any such Trust Certificates (or any interest therein) to be acquired by traded or for the account of readily available on or through (iA) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person an “established securities market” within the meaning of Section 7701(a)(307704(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, or (ivB) any a “pass-thru entitysecondary market” referred to in (or the substantial equivalent thereof) within the meaning of Section 1(h)(10)(D), (E) or (F7704(b)(2) of the Code. (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 income direct or indirect beneficial owners of which pass-thru entity is includible directly any of the interests in such transferee have allowed or indirectly through one caused, or will allow or cause, 50% or more (or such other percentage as the Depositor may establish prior to the time of such pass-thru entities by proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000 and (B) it causes its proposed transferee to provide the Issuing Entity and the Certificate Registrar a letter substantially in the form of Exhibit B hereto; provided, however, that any person referred attempted transfer that would either cause (1) the number of registered holders of Trust Certificates to exceed 95 or (2) the number of holders of direct or indirect interests in clause the Titling Trust to exceed 50, shall be a void transfer. (iv) It understands that the Opinion of Counsel to the Issuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii) and (iii) above. By accepting 7 (NALT 2012-B Amended and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.Restated Trust Agreement)

Registration of Transfer and Exchange. (a) The Excess Distribution Administrator will act as the initial Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph (f) below, the Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration purpose of the Excess Distribution Certificate registering Certificates and of transfers and exchanges of Certificates as provided in these Standard Terms and in accordance with the Excess Distribution standard procedures of the Administrator. Upon any resignation of the Certificate as herein provided. Deutsche Bank Trust Company Americas shall be Registrar, Fxxxxxx Mac will promptly appoint a successor Certificate Registrar or, in the initial Excess Distribution absence of such appointment, assume the duties of Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution The Certificate at the Registrar will appoint an office or agency maintained pursuant to paragraph (f) belowin McLean, Virginia where the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the Excess Distribution Certificateholder, the Excess Distribution Certificate Certificates may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory exchange, and presented for final payment, and where notice and demands to or upon the Certificate Registrar with respect to the Eligible Lender Trustee and Certificates may be served, which office will initially be the Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized Delivery Office. (b) All Certificates issued in writing, connection with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall will be cancelled and subsequently disposed of by entitled to the Eligible Lender Trustee in accordance with its customary practice. No same benefits under the Series Certificate Agreement as the Certificates that were surrendered. (c) A Holder will not be required to pay a service charge shall be made for any registration of transfer or exchange of the Excess Distribution CertificateCertificates, but the Eligible Lender Trustee or the Excess Distribution Certificate Registrar may require payment of be required to pay a sum sufficient to cover any transfer tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. If any such tax or governmental charge is imposed but is not paid by the Excess Distribution Certificate. The preceding provisions of this Section notwithstandingtransferee or transferor, but is paid by the Administrator, the Eligible Lender Trustee shall not Administrator will have the right to be required to make and reimbursed the Excess Distribution Certificate Registrar need not register transfers or exchanges amount of such payment from the Bond Payment Subaccount, as described in Section 4.03. (d) If an exercise of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date Tender Option or Optional Disposition Right occurs with respect to a portion, but not all, of a Class A Certificate, the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or Administrator will execute, authenticate and deliver to the applicable Class A Holder, in exchange for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Codesurrendered Class A Certificate, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by new Class A Certificates, in Authorized Denominations, having an aggregate Current Certificate Balance equal to the Current Certificate Balance of that portion of the surrendered Class A Certificate for which the Tender Option or Optional Disposition Right was not exercised. (e) The Sponsor may at any person referred time deliver to in clause (iii) above. By accepting the Administrator for cancellation any Certificates previously authenticated and holding delivered hereunder which the Excess Distribution CertificateSponsor may have acquired, the holder hereof and all Certificates so delivered shall be deemed to have represented and warranted that it is not acquiring promptly cancelled by the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution CertificateAdministrator.

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph (f) below, the Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of the Excess Distribution Certificate Certificates and of transfers and exchanges of the Excess Distribution Certificate Certificates as herein provided. Deutsche Bank Trust Company Americas Wachovia Bank, National Association, as Administrator, shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the any Excess Distribution Certificate at the office or agency maintained pursuant to paragraph (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association the Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the any Excess Distribution Certificateholder, the an Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the such Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the any Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the any Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the any Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution CertificateCertificates. The Excess Distribution Certificate Certificates (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the CodePlan, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iviii) any “passPerson that is a grantor trust, partnership or S-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) abovecorporation for United States federal tax purposes. By accepting and holding the any Excess Distribution Certificate, the holder hereof thereof shall be deemed to have represented and warranted that it is not acquiring the such Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the such Excess Distribution Certificate.

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar Issuer shall keep or cause to be kept, at kept a register (the office or agency maintained pursuant to paragraph (f"Note Register") below, the Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee Note Registrar shall provide for the registration of the Excess Distribution Certificate Notes and the registration of transfers and exchanges of the Excess Distribution Certificate Notes. Chase shall initially be "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Deutsche Bank Trust Company Americas shall be In the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant event that, subsequent to paragraph (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option issuance of the Excess Distribution CertificateholderNotes, Chase notifies the Indenture Trustee that it is unable to act as Note Registrar, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender Indenture Trustee shall act, or the Indenture Trustee shall, with the consent of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writingIssuer, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial appoint another bank or trust company. An Excess Distribution Certificate surrendered for registration , having an office or agency located in The City of transfer or exchange shall be cancelled New York and subsequently disposed of by the Eligible Lender Trustee which agrees to act in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstandingIndenture applicable to it, to act, as successor Note Registrar under this Indenture. The Indenture Trustee may revoke such appointment and remove Chase as Note Registrar if the Indenture Trustee determines in its sole discretion that Chase failed to perform its obligations under this Indenture in any material respect. Chase shall be permitted to resign as Note Registrar upon 30 days' written notice to the Indenture Trustee, the Eligible Lender Trustee Sellers and the Servicer; provided, however, that such resignation shall not be required effective and Chase shall continue to make perform its duties as Note Registrar until the Indenture Trustee has appointed a successor Note Registrar with the consent of the Issuer. If a Person other than the Indenture Trustee is appointed by the Issuer as the Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Excess Distribution Certificate Registrar need not register transfers or exchanges Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect Note Registrar by an Executive Officer thereof as to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 names and addresses of the Code, if Noteholders and the principal amounts and number of such acquisition, or Notes. An institution succeeding to the management or servicing corporate agency business of the Trust Note Registrar shall continue to be the Note Registrar without the execution or its assets, would cause a non-exempt prohibited transaction in violation filing of Section 406 of ERISA and/or Section 4975 any paper or any further act on the part of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local Indenture Trustee or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution CertificateNote Registrar.

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph (f) below, the Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche Bank Trust Company Americas shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association Association. as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the Excess Distribution Certificateholder, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru through entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar Issuer shall keep or cause to be kept, at kept a register (the office or agency maintained pursuant to paragraph (f"Note Register") below, the Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee Note Registrar shall provide for the registration of the Excess Distribution Certificate Notes and the registration of transfers and exchanges of the Excess Distribution Certificate Notes. Chase shall initially be "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Deutsche Bank Trust Company Americas In the event that, subsequent to the date of issuance of the Notes, Chase notifies the Indenture Trustee that it is unable to act as Note Registrar, the Indenture Trustee shall act, or the Indenture Trustee shall, with the consent of the Issuer, appoint another bank or trust company, having an office or agency located in the City of New York and which agrees to act in accordance with the provisions of this Indenture applicable to it, to act, as successor Note Registrar under this Indenture. The Indenture Trustee may revoke such appointment and remove Chase as Note Registrar if the Indenture Trustee determines in its sole discretion that Chase failed to perform its obligations under this Indenture in any material respect. Chase shall be permitted to resign as Note Registrar upon 30 days' written notice to the initial Excess Distribution Certificate Indenture Trustee, the Seller and the Servicer; provided, however, that such resignation shall not be effective and Chase shall continue to perform its duties as Note Registrar until the Indenture Trustee has appointed a successor Note Registrar with the consent of the Issuer. If a Person other than the Indenture Trustee is appointed by the Issuer as the Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. An institution succeeding to the corporate agency business of the Note Registrar shall continue to be the Note Registrar without the execution or filing of any paper or any further act on the part of the Indenture Trustee or such Note Registrar. The Note Registrar shall maintain in the City of New York an office or offices or agency or agencies where Notes may be surrendered for registration of transfer or exchange. The Note Registrar initially designates its corporate trust office located at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-2697 as its office for such purposes. The Note Registrar shall give prompt written notice to the Indenture Trustee, the Seller, the Servicer and to the Noteholders of any change in the location of such office or agency. Upon surrender for registration of transfer of the Excess Distribution Certificate any Note at the office or agency of the Issuer to be maintained pursuant to paragraph (fas provided in Section 3.2, if the requirements of Section 8- 401(a) belowof the Relevant UCC are met, the Eligible Lender Trustee Issuer shall execute, the Indenture Trustee shall authenticate and (if the Note Registrar is different than the Indenture Trustee, then the Note Registrar shall) deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver)the Noteholder, in the name of the designated transfereetransferee or transferees, one or more new Notes, in any authorized denominations, of the same class and a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agentlike aggregate principal amount. At the option of the Excess Distribution CertificateholderHolder, the Excess Distribution Certificate Notes may be exchanged for another Excess Distribution Certificate other Notes in any authorized denominations, of the same class and a like aggregate principal amount, upon surrender of the Excess Distribution Certificate Notes to be exchanged at the such office or agency maintained pursuant agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the Relevant UCC are met, the Issuer shall execute and the Indenture Trustee shall authenticate and (if the Note Registrar is different than the Indenture Trustee, then the Note Registrar shall) deliver to paragraph (f) belowthe Noteholder, the Notes which the Noteholder making the exchange is entitled to receive. An Excess Distribution Certificate All Notes issued upon any registration of transfer or exchange of the Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be (i) duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Indenture Trustee and the Excess Distribution Certificate Registrar duly executed by by, the holder Holder thereof or his such Xxxxxx's attorney duly authorized in writing, with such signature (other than for transfers guaranteed by a commercial bank or exchanges to trust company located, or among any Affiliates having a correspondent located, in the City of New York or the Depositor) guaranteed city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and (ii) accompanied by such other documents as the New York Stock Exchange or a commercial bank or trust companyIndenture Trustee may require. An Excess Distribution Certificate Each Note surrendered for registration of transfer or exchange shall be cancelled by the Note Registrar and subsequently disposed of by the Eligible Lender Indenture Trustee or Note Registrar in accordance with its customary practice. No service charge shall be made to a Holder for any registration of transfer or exchange of the Excess Distribution CertificateNotes, but the Eligible Lender Trustee or the Excess Distribution Certificate Registrar Issuer 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 the Excess Distribution CertificateNotes, other than exchanges pursuant to Section 2.3 or 9.5 not involving any transfer. The preceding provisions of this Section section notwithstanding, the Eligible Lender Trustee Issuer shall not be required to make make, and the Excess Distribution Certificate Note Registrar need not register register, transfers or exchanges of the Excess Distribution Certificate Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any Distribution Date payment in full with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution CertificateNote.

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph clause (f) below, the an Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche Bank Trust Company Americas JPMorgan Chase Bank, National Association shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph clause (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the holder of the Excess Distribution CertificateholderCertificate, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph clause (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates Affiliate of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee Excess Distribution Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph (f) below, the Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche Bank Trust Company Americas shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the holder of the Excess Distribution CertificateholderCertificate, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar Trustee shall keep or cause to be kept, at kept a register (the office or agency maintained pursuant to paragraph (f"CERTIFICATE REGISTER") below, the Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of Certificates and the Excess Distribution Certificate and registration of transfers of Certificates. The Trustee shall be the initial "CERTIFICATE REGISTRAR" for the purpose of registering Certificates and exchanges transfers of the Excess Distribution Certificate Certificates as herein provided. Deutsche Bank Trust Company Americas shall be Upon the initial Excess Distribution resignation of any Certificate Registrar, the Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. If a Person other than the Trustee is appointed as Certificate Registrar, the Trustee shall give prompt written notice of the appointment of such Certificate Registrar and of the location, and any change in the location, of the Certificate Register, and the Trustee shall have the right to inspect the Certificate Register at all reasonable times, to obtain copies thereof and to rely conclusively upon a certificate executed on behalf of the Certificate Registrar by an authorized officer thereof as to the names and addresses of the Certificateholders and the principal amounts and number of the Certificates. Upon surrender for registration of transfer of the Excess Distribution any Certificate at the office or agency of the Trustee to be maintained pursuant to paragraph (f) belowas provided in Section 6.08, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transfereetransferee or transferees, one or more new Certificates in any authorized denominations of a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agentlike aggregate principal amount. At the option of the Excess Distribution Certificateholder, the Excess Distribution Certificate Certificates may be exchanged for another Excess Distribution Certificate other Certificates in any authorized denominations of a like aggregate principal amount. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver to the Certificateholder the Certificates that the Certificateholder making the exchange is entitled to receive. All Certificates issued upon surrender any registration of transfer or exchange of Certificates shall be the valid obligations of the Excess Distribution Certificate Trust, evidencing the same interest in the Trust and entitled to be exchanged at the office same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or agency maintained pursuant to paragraph exchange. (fb) below. An Excess Distribution Every 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 Excess Distribution Certificate Registrar duly executed by by, the holder thereof or his such holder's attorney duly authorized in writing, with such signature (other than for transfers guaranteed by a commercial bank or exchanges to trust company located or among any Affiliates of having a correspondent located in [________] or the Depositor) guaranteed city in which the Corporate Trust Office is located or by a member firm of a national securities exchange, and such other documents as the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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. may require. (c) No service charge shall be made to a Certificateholder for any registration of transfer or exchange of the Excess Distribution CertificateCertificates, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution CertificateCertificates.

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph (f) below, the Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche The Bank Trust Company Americas of New York shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the holder of the Excess Distribution CertificateholderCertificate, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar Issuer shall keep or cause to be kept, at kept a register (the office or agency maintained pursuant to paragraph (f"Note Register") below, the Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee Note Registrar shall provide for the registration of the Excess Distribution Certificate Notes and the registration of transfers and exchanges of the Excess Distribution Certificate Notes. JPMorgan Chase shall initially be "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Deutsche Bank Trust Company Americas In the event that, subsequent to the date of issuance of the Notes, JPMorgan Chase notifies the Indenture Trustee that it is unable to act as Note Registrar, the Indenture Trustee shall act, or the Indenture Trustee shall, with the consent of the Issuer, appoint another bank or trust company, having an office or agency located in the City of New York and which agrees to act in accordance with the provisions of this Indenture applicable to it, to act, as successor Note Registrar under this Indenture. For so long as any Note is issued as a global Note, the Issuer may, or if and so long as any of the Notes are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Issuer shall appoint a co-registrar in Luxembourg or another European city. The Indenture Trustee may revoke such appointment and remove JPMorgan Chase as Note Registrar if the Indenture Trustee determines that JPMorgan Chase failed to perform its obligations under this Indenture in any material respect. JPMorgan Chase shall be permitted to resign as Note Registrar upon 30 days' xxxxxen notice to the initial Excess Distribution Certificate Indenture Trustee, the Depositor and the Administrator; provided, however, that such resignation shall not be effective and JPMorgan Chase shall continue to perform its duties as Note Registrar until the Indenture Trustee has appointed a successor Note Registrar with the consent of the Issuer. If a Person other than the Indenture Trustee is appointed by the Issuer as the Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. An institution succeeding to the corporate agency business of the Note Registrar shall continue to be the Note Registrar without the execution or filing of any paper or any further act on the part of the Indenture Trustee or such Note Registrar. The Note Registrar shall maintain in the City of New York an office or offices or agency or agencies where Notes may be surrendered for registration of transfer or exchange. The Note Registrar initially designates its corporate trust office located at 450 West 33rd Street, New York, New York 10001-2697 as its office fxx xxxx xxxxxxxx. Xxx Xxxx Xxxxxxxxx xxxxx xxxe prompt written notice to the Indenture Trustee, the Depositor, the Administrator and to the Noteholders of any change in the location of such office or agency. Upon surrender for registration of transfer of the Excess Distribution Certificate any Note at the office or agency of the Issuer to be maintained pursuant to paragraph (fas provided in Section 3.2, if the requirements of Section 8-401(a) belowof the Relevant UCC are met, the Eligible Lender Trustee Issuer shall execute, the Indenture Trustee shall upon receipt of a written order from the Issuer authenticate and (if the Note Registrar is different than the Indenture Trustee, then the Note Registrar shall) deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver)the Noteholder, in the name of the designated transfereetransferee or transferees, one or more new Notes, in any authorized denominations, of the same class and a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agentlike aggregate principal amount. At the option of the Excess Distribution CertificateholderHolder, the Excess Distribution Certificate Notes may be exchanged for another Excess Distribution Certificate other Notes in any authorized denominations, of the same class and a like aggregate principal amount, upon surrender of the Excess Distribution Certificate Notes to be exchanged at the such office or agency maintained pursuant agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the Relevant UCC are met, the Issuer shall execute and the Indenture Trustee shall authenticate and (if the Note Registrar is different than the Indenture Trustee, then the Note Registrar shall) deliver to paragraph (f) belowthe Noteholder, the Notes which the Noteholder making the exchange is entitled to receive. An Excess Distribution Certificate All Notes issued upon any registration of transfer or exchange of the Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be (i) duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Indenture Trustee and the Excess Distribution Certificate Registrar duly executed by by, the holder Holder thereof or his such Holder's attorney duly authorized in writing, with such signature (other than for transfers gxxxxxxeed by a commercial bank or exchanges to trust company located, or among any Affiliates having a correspondent located, in the City of New York or the Depositor) guaranteed city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and (ii) accompanied by such other documents as the New York Stock Exchange or a commercial bank or trust companyIndenture Trustee may require. An Excess Distribution Certificate Each Note surrendered for registration of transfer or exchange shall be cancelled by the Note Registrar and subsequently disposed of by the Eligible Lender Indenture Trustee or Note Registrar in accordance with its customary practice. The Note Registrar shall notify promptly the Transfer Agent of any transfer or exchange of the Notes pursuant to this Section 2.4. No service charge shall be made to a Holder for any registration of transfer or exchange of the Excess Distribution CertificateNotes, but the Eligible Lender Trustee or the Excess Distribution Certificate Registrar Issuer 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 the Excess Distribution CertificateNotes, other than exchanges pursuant to Section 2.3 or 9.5 not involving any transfer. The preceding provisions of this Section section notwithstanding, the Eligible Lender Trustee Issuer shall not be required to make make, and the Excess Distribution Certificate Note Registrar need not register register, transfers or exchanges of the Excess Distribution Certificate Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any Distribution Date payment in full with respect to the Excess Distribution Certificatesuch Note. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for Issuer hereby appoints the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of Indenture Trustee as the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution CertificateTransfer Agent.

Registration of Transfer and Exchange. of Residual ------------------------------------------------- Interest Certificates. The Excess Distribution Certificate Registrar shall keep or cause to be --------------------- kept, at the office or agency maintained pursuant to paragraph (f) below, the Excess Distribution 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 the Excess Distribution Certificate Residual Interest Certificates and of transfers and exchanges of the Excess Distribution Certificate Residual Interest Certificates as herein provided. Deutsche Bank Trust Company Americas The Administrator shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution any Residual Interest Certificate at the office or agency maintained pursuant to paragraph (f) belowSection 3.8, the Eligible Lender ----------- Owner Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association the Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transfereetransferee or transferees, one or more new Residual Interest Certificates in authorized denominations of a new Excess Distribution Certificate like aggregate amount dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agentagent provided that prior to such execution, authentication and delivery, the -------- Owner Trustee, the Administrator and the Certificate Registrar shall have received an Opinion of Counsel to the effect that the proposed transfer will not cause the Trust to be characterized as an association (or a publicly traded partnership) taxable as a corporation or alter the tax characterization of the Notes for federal income tax or California state law purposes. At the option of the Excess Distribution Certificateholderan Owner, the Excess Distribution Certificate Residual Interest Certificates may be exchanged for another Excess Distribution Certificate other Residual Interest Certificates of authorized denominations of a like aggregate amount upon surrender of the Excess Distribution Certificate Residual Interest Certificates to be exchanged at the office or agency maintained pursuant to paragraph (f) belowSection 3.8. An Excess Distribution ----------- Every Residual Interest 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 Excess Distribution Certificate Registrar duly executed by the holder thereof Owner or his attorney duly authorized in writing. In addition, with such signature (other than each Residual Interest Certificate presented or surrendered for transfers or exchanges to or among any Affiliates registration of the Depositor) guaranteed 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). An Excess Distribution Each Residual Interest 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 Excess Distribution CertificateResidual Interest Certificates, but the Eligible Lender Owner Trustee or the Excess Distribution 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 the Excess Distribution CertificateResidual Interest Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Owner Trustee shall not be required to make and the Excess Distribution Certificate Registrar need shall not register transfers or exchanges of the Excess Distribution Certificate Residual Interest Certificates for a period of 15 days preceding the due date for any Distribution Date payment with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution CertificateResidual Interest Certificates.

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at kept a register (the office or agency maintained pursuant to paragraph (f“Certificate Register”) below, the Excess Distribution 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, if and to the Excess Distribution Certificate and of extent transfers and exchanges are permitted pursuant to Section 3.4(b), the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. [Indenture Trustee] is hereby appointed as the initial “Certificate Registrar”. Upon any resignation of the Excess Distribution Certificate Registrar, the Depositor shall promptly appoint a successor. (a) The Trust Certificates have not been and will not be registered under the Securities Act and will not be listed on any exchange. No transfer of a Trust Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Trust Certificateholder desiring to effect such transfer and such Trust Certificateholder’s prospective transferee shall each certify to the Owner Trustee in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the “Transferor Certificate”) and either Exhibit D (the “Investment Letter”) or Exhibit E (the “Rule 144A Letter”). Except in the case of a transfer as herein providedto which the proposed transferee has provided a Rule 144A Letter, there shall also be delivered to the Owner Trustee an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act, which Opinion of Counsel shall not be an expense of the Securitization Trust or the Owner Trustee. Deutsche Bank The Depositor shall provide to any Trust Certificateholder and any prospective transferee designated by any such Trust Certificateholder, information regarding the Trust Certificates and the 2015-3 Exchange Note and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Trust Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Trust Certificateholder desiring to effect such a transfer shall, and does hereby agree to, indemnify the Securitization Trust, the Owner Trustee, the Trust Company Americas shall be and the initial Excess Distribution Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws. Each Trust Certificate Registrar. to contain a legend in the form set forth on the form of Trust Certificate attached hereto as Exhibit A. (b) Upon surrender for registration of transfer or exchange of the Excess Distribution any Trust Certificate at the office of the Certificate Registrar and upon compliance with the provisions of this Agreement relating to such transfer or agency maintained pursuant to paragraph (fexchange, provided that the requirements of Section 8-401(a) belowof the UCC are met, the Eligible Lender Owner Trustee upon written direction of the Depositor shall executeexecute on behalf of the Securitization Trust and shall, or shall cause the Authenticating Agent to, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transfereetransferee or transferees, one or more new Trust Certificates of a new Excess Distribution Certificate like aggregate Percentage Interest that the Trust Certificateholder making the exchange is entitled to receive and dated the date of such authentication of the Trust Certificates, as the case may be; provided that prior to such execution, authentication and delivery, the Owner Trustee and the Depositor shall have received an Issuer Tax Opinion. In no event shall there be more than ninety-five (95) Certificateholders of the Securitization Trust and the Titling Trust. If a Certificateholder is a partnership, grantor trust or S corporation for federal income tax purposes (each, a “Flow-Through Entity”), the interest in any Trust Certificates owned by such Flow-Through Entity shall represent less than 50% of the Eligible Lender Trustee value of the assets owned by such Flow-Through Entity and no special allocation of income, gain, loss, deduction or any authenticating agentcredit from the Certificates will be made among the beneficial owners of such Flow-Through Entity. At the option of the Excess Distribution a Trust Certificateholder, the Excess Distribution Certificate Trust Certificates may be exchanged for another Excess Distribution Certificate other Trust Certificates of like tenor and aggregate Percentage Interest upon surrender of the Excess Distribution Certificate Trust Certificates to be exchanged at the office or agency maintained pursuant to paragraph (f) belowSection 3.8. An Excess Distribution The Certificate Registrar shall require that every Trust Certificate presented or surrendered for registration of transfer or exchange shall be beneficially owned by a United States person within the meaning of Section 7701(a)(30) of the Code and shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-9 or such other form as may be reasonably required in form satisfactory to the Eligible Lender Trustee and the Excess Distribution Certificate Registrar duly executed by the holder thereof Trust Certificateholder or his such Person’s attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution CertificateTrust Certificates, but the Eligible Lender Owner Trustee or the Excess Distribution 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 the Excess Distribution CertificateTrust Certificates. The preceding Certificate Registrar shall cancel and retain or destroy, in accordance with the Certificate Registrar’s retention policy then in effect, all Trust Certificates surrendered for registration of transfer or exchange and shall upon written request certify to the Depositor as to such retention or destruction. (c) The provisions of this Section notwithstandinggenerally are intended, among other things, to prevent the Eligible Lender Trustee shall not be required to make Securitization 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 Excess Distribution Certificate Registrar need Depositor shall take such intent into account in determining whether or not register transfers or exchanges to consent to any proposed transfer of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Trust Certificate. . (d) The Excess Distribution Certificate (including any beneficial interest therein) Trust Certificates may not be acquired or held by or for the account of (i) any Benefit Plan an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the fiduciary responsibility provisions of Title I of ERISA and/or ERISA, (ii) a “plan” (as defined in Section 4975 4975(e)(1) of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or ) that is subject to Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not entity whose underlying assets are deemed to include assets of an employee benefit plan or a United States person within plan described in (i) or (ii) above by reason of such employee benefit plan’s or plan’s investment in the meaning of Section 7701(a)(30) of the Codeentity (each, a “Benefit Plan Investor”), or (iv) any “passan employee benefit plan, a plan or other similar arrangement that is not a Benefit Plan Investor but is subject to federal, state, local, non-thru entity” referred U.S. or other laws or regulations substantially similar to in Title I of ERISA or Section 1(h)(10)(D4975 of the Code (each of (i) – (iv), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) abovea “Benefit Plan Entity”). By accepting and holding the Excess Distribution a Trust Certificate, the holder hereof Holder thereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account a Benefit Plan Entity. The preceding provisions of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violatedthis Section notwithstanding, the holder will promptly dispose Owner Trustee shall not make and the Certificate Registrar shall not register any transfer or exchange of Trust Certificates for a period of fifteen (15) days preceding the Excess Distribution Certificatedue date for any payment with respect to the Trust Certificates. 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, the Exchange Act, applicable state securities law, ERISA, the Investment Company Act, other applicable law, or the provisions of this Agreement. Except that, if an Investment Letter or Rule 144A Letter is required by this Section 3.4 and provided to the Owner Trustee, the Owner Trustee shall be under a duty to examine the same solely to determine whether it conforms substantially on its face to the applicable form attached hereto.

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph clause (f) below, the an Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche JPMorgan Chase Bank Trust Company Americas shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph clause (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the holder of the Excess Distribution CertificateholderCertificate, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph clause (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee Excess Distribution Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including and any beneficial interest therein) in the Excess Distribution Certificate may not be acquired by or for the account of (i) any Benefit Plan employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the provisions of Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the CodeERISA, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30plans described in section 4975(e)(1) of the Code, or (iv) any “pass-thru entity” referred to including individual retirement accounts described in Section 1(h)(10)(D), (E) or (F408(a) of the CodeCode or Kxxxx plans, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) aboveBenefit Plans. By accepting and holding the Excess Distribution CertificateCertificate or an interest therein, the holder hereof thereof shall be deemed to have represented and warranted that it is not acquiring a Benefit Plan, is not purchasing the Excess Distribution Certificate by or for on behalf of a Benefit Plan and is not using assets of a Plan to purchase the account of any entity in violation of the above restrictions, Excess Distribution Certificate and to have agreed that if such restrictions are violatedthe Excess Distribution Certificate is deemed to be a plan asset, the holder thereof will promptly dispose of the Excess Distribution Certificate. The provisions of Sections 7.01, 7.03, 7.04, 7.05, 8.01 and 8.03 shall apply to the Indenture Trustee also in its role as Excess Distribution Certificate Registrar, for so long as the Indenture Trustee shall act as Excess Distribution Certificate Registrar and, to the extent applicable, to any other certificate registrar appointed hereunder.

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph (f) below, the Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche Bank Trust Company Americas [___________] shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agentTrustee. At the option of the Excess Distribution Certificateholder, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee Excess Distribution Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Quarterly Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph clause (f) below, the an Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche JPMorgan Chase Bank Trust Company Americas shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph clause (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the holder of the Excess Distribution CertificateholderCertificate, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph clause (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee Excess Distribution Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.of

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph (f) below, the Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche Bank Trust Company Americas [ ] shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association [ ] as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the Excess Distribution Certificateholder, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph (f) below, the Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche Bank Trust Company Americas shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association N.A. as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the Excess Distribution Certificateholder, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “"pass-thru entity” " referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph (f) below, the an Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche The Bank Trust Company Americas of New York shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the holder of the Excess Distribution CertificateholderCertificate, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including and any beneficial interest therein) in the Excess Distribution Certificate may not be acquired by or for the account (a) employee benefit plans (as defined in section 3(3) of (iERISA) any Benefit Plan that are subject to the provisions of Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the CodeERISA, (iib) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30plans described in section 4975(e)(1) of the Code, or (iv) any “pass-thru entity” referred to including individual retirement accounts described in Section 1(h)(10)(D), (E) or (F408(a) of the CodeCode or Xxxxx plans, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iiic) aboveBenefit Plans. By accepting and holding the Excess Distribution CertificateCertificate or an interest therein, the holder hereof thereof shall be deemed to have represented and warranted that it is not acquiring a Benefit Plan, is not purchasing the Excess Distribution Certificate by or for on behalf of a Benefit Plan and is not using assets of a Plan to purchase the account of any entity in violation of the above restrictions, Excess Distribution Certificate and to have agreed that if such restrictions are violatedthe Excess Distribution Certificate is deemed to be a plan asset, the holder thereof will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph (f) below, the Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee Excess Distribution Certificate Registrar shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche Bank Trust Company Americas shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agentTrustee. At the option of the Excess Distribution Certificateholder, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee Excess Distribution Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at kept a register (the office or agency maintained pursuant to paragraph (f“Certificate Register”) below, the Excess Distribution 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, if and to the Excess Distribution Certificate and of extent transfers and exchanges are permitted pursuant to Section 3.4(b), the registration of transfers of Trust Certificates. No transfer of a Trust Certificate shall be recognized except upon registration of such transfer. [Indenture Trustee] is hereby appointed as the initial “Certificate Registrar”. Upon any resignation of the Excess Distribution Certificate as herein providedRegistrar, the Depositor shall promptly appoint a successor. Deutsche Bank The Certificate Registrar shall provide the Collateral Agent and the Indenture Trustee with the name and address of the Certificateholder (if other than the Depositor) on the Closing Date. Upon any transfers of the Trust Company Americas Certificate, the Certificate Registrar shall notify the Collateral Agent and the Indenture Trustee of the name and address of the transferee in writing, by facsimile, on the day of such transfer. The Collateral Agent and the Indenture Trustee shall be entitled to fully rely on the initial Excess Distribution Certificate Registrarmost recently provided Certificateholder information with no liability therefor. Upon surrender for registration of transfer of the Excess Distribution Trust Certificate at the office or agency maintained pursuant to paragraph (f) belowSection 3.8, the Eligible Lender Owner Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Trust Certificate dated the date of authentication by the Eligible Lender Owner Trustee or any authenticating agent. At the option of the Excess Distribution Certificateholder, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution A 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 Excess Distribution Certificate Registrar duly executed by the holder thereof Certificateholder or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates guaranteed by an “eligible guarantor institution” meeting the requirements of the DepositorCertificate Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) guaranteed or such other “signature guarantee program” as may be determined by a member firm of the New York Stock Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange or a commercial bank or trust companyAct. An Excess Distribution 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 Excess Distribution Trust Certificate, but the Eligible Lender Owner Trustee or the Excess Distribution 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 the Excess Distribution Trust Certificate. The preceding provisions Notwithstanding the foregoing, no sale or transfer of this Section notwithstandinga Trust Certificate shall be permitted (including, without limitation, by pledge or hypothecation), and no such sale or transfer shall be registered by the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers to be effective hereunder, if the sale or exchanges transfer thereof increases the number of Certificateholders to more than ninety-nine (99). For purposes of determining the Excess Distribution total number of Certificateholders, a beneficial owner of an interest in a partnership, grantor trust, S corporation or other flow-through entity that owns, directly or through other flow-through entities, a Trust Certificate for is treated as a period holder of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution a Trust Certificate (including any beneficial interest therein) may not be acquired by or for the account of if (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 substantially all of the Code, if such acquisition, or the management or servicing value of the beneficial owner’s interest (directly or indirectly) in the flow-through entity is attributed to the flow-through entity’s interest in the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, Certificate and (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) principal purpose of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) use of the Code, flow-through entity to hold the income of which pass-thru entity Trust Certificate is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) satisfy the 99 holder limitation set out above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph clause (f) below, the an Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of the Excess Distribution Certificate and of transfers and exchanges of the Excess Distribution Certificate as herein provided. Deutsche Bank Trust Company Americas JPMorgan Chase Bank, National Association shall be the initial Excess Distribution Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution Certificate at the office or agency maintained pursuant to paragraph clause (f) below, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the holder of the Excess Distribution CertificateholderCertificate, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph clause (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writing, with such signature (other than for transfers or exchanges to or among any Affiliates Affiliate of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Eligible Lender Trustee Excess Distribution Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt non­exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-non­ exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru pass­thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru pass­thru entity is includible directly or indirectly through one or more other such pass-thru pass­thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. (a) The Excess Distribution Administrator will act as the initial Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph (f) below, the Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration purpose of the Excess Distribution Certificate registering Certificates and of transfers and exchanges of Certificates as provided in these Standard Terms and in accordance with the Excess Distribution standard procedures of the Administrator. Upon any resignation of the Certificate as herein provided. Deutsche Bank Trust Company Americas shall be Registrar, Xxxxxxx Mac will promptly appoint a successor Certificate Registrar or, in the initial Excess Distribution absence of such appointment, assume the duties of Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution The Certificate at the Registrar will appoint an office or agency maintained pursuant to paragraph (f) belowin McLean, Virginia where the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the Excess Distribution Certificateholder, the Excess Distribution Certificate Certificates may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory exchange, and presented for final payment, and where notice and demands to or upon the Certificate Registrar with respect to the Eligible Lender Trustee and Certificates may be served, which office will initially be the Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized Delivery Office. (b) All Certificates issued in writing, connection with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall will be cancelled and subsequently disposed of by entitled to the Eligible Lender Trustee in accordance with its customary practice. No same benefits under the Series Certificate Agreement as the Certificates that were surrendered. (c) A Holder will not be required to pay a service charge shall be made for any registration of transfer or exchange of the Excess Distribution CertificateCertificates, but the Eligible Lender Trustee or the Excess Distribution Certificate Registrar may require payment of be required to pay a sum sufficient to cover any transfer tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. If any such tax or governmental charge is imposed but is not paid by the Excess Distribution Certificate. The preceding provisions of this Section notwithstandingtransferee or transferor, but is paid by the Administrator, the Eligible Lender Trustee shall not Administrator will have the right to be required to make and reimbursed the Excess Distribution Certificate Registrar need not register transfers or exchanges amount of such payment from the Bond Payment Subaccount, as described in Section 4.03. (d) If an exercise of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date Tender Option or Optional Disposition Right occurs with respect to a portion, but not all, of a Class A Certificate, the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or Administrator will execute, authenticate and deliver to the applicable Class A Holder, in exchange for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Codesurrendered Class A Certificate, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by new Class A Certificates, in Authorized Denominations and of the same Subclass, having an aggregate Current Certificate Balance equal to the Current Certificate Balance of that portion of the surrendered Class A Certificate for which the Tender Option or Optional Disposition Right was not exercised. (e) The Sponsor may at any person referred time deliver to in clause (iii) above. By accepting the Administrator for cancellation any Certificates previously authenticated and holding delivered hereunder which the Excess Distribution CertificateSponsor may have acquired, the holder hereof and all Certificates so delivered shall be deemed to have represented and warranted that it is not acquiring promptly cancelled by the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution CertificateAdministrator.

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar Trustee shall keep or cause to be kept, at kept a register (the office or agency maintained pursuant to paragraph (f"CERTIFICATE REGISTER") below, the Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration of Certificates and the Excess Distribution Certificate and registration of transfers of Certificates. The Trustee shall be the initial "CERTIFICATE REGISTRAR" for the purpose of registering Certificates and exchanges transfers of the Excess Distribution Certificate Certificates as herein provided. Deutsche Bank Trust Company Americas shall be Upon the initial Excess Distribution resignation of any Certificate Registrar, the Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. If a Person other than the Trustee is appointed as Certificate Registrar, the Trustee shall give prompt written notice of the appointment of such Certificate Registrar and of the location, and any change in the location, of the Certificate Register, and the Trustee shall have the right to inspect the Certificate Register at all reasonable times, to obtain copies thereof and to rely conclusively upon a certificate executed on behalf of the Certificate Registrar by an authorized officer thereof as to the names and addresses of the Certificateholders and the principal amounts and number of the Certificates. Upon surrender for registration of transfer of the Excess Distribution any Certificate at the office or agency of the Trustee to be maintained pursuant to paragraph (f) belowas provided in Section 6.08, the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transfereetransferee or transferees, one or more new Certificates in any authorized denominations of a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agentlike aggregate principal amount. At the option of the Excess Distribution Certificateholder, the Excess Distribution Certificate Certificates may be exchanged for another Excess Distribution Certificate other Certificates in any authorized denominations of a like aggregate principal amount. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute, authenticate and deliver to the Certificateholder the Certificates that the Certificateholder making the exchange is entitled to receive. All Certificates issued upon surrender any registration of transfer or exchange of Certificates shall be the valid obligations of the Excess Distribution Certificate Trust, evidencing the same interest in the Trust and entitled to be exchanged at the office same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or agency maintained pursuant to paragraph exchange. (fb) below. An Excess Distribution Every 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 Excess Distribution Certificate Registrar duly executed by by, the holder thereof or his such holder's attorney duly authorized in writing, with such signature (other than for transfers guaranteed by a commercial bank or exchanges to trust company located or among any Affiliates of having a correspondent located in [________] or the Depositor) guaranteed city in which the Corporate Trust Office is located or by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution 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 the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Excess Distribution Certificate Registrar need not register transfers or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by any person referred to in clause (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictionsnational securities exchange, and to have agreed that if such restrictions are violated, other documents as the holder will promptly dispose of the Excess Distribution CertificateTrustee may require.

Registration of Transfer and Exchange. (a) The Excess Distribution Administrator will act as the initial Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph (f) below, the Excess Distribution Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Eligible Lender Trustee shall provide for the registration purpose of the Excess Distribution Certificate registering Certificates and of transfers and exchanges of Certificates as provided in these Standard Terms and in accordance with the Excess Distribution standard procedures of the Administrator. Upon any resignation of the Certificate as herein provided. Deutsche Bank Trust Company Americas shall be Registrar, Xxxxxxx Mac will promptly appoint a successor Certificate Registrar or, in the initial Excess Distribution absence of such appointment, assume the duties of Certificate Registrar. Upon surrender for registration of transfer of the Excess Distribution The Certificate at the Registrar will appoint an office or agency maintained pursuant to paragraph (f) belowin McLean, Virginia where the Eligible Lender Trustee shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the Excess Distribution Certificateholder, the Excess Distribution Certificate Certificates may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory exchange, and presented for final payment, and where notice and demands to or upon the Certificate Registrar with respect to the Eligible Lender Trustee and Certificates may be served, which office will initially be the Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized Delivery Office. (b) All Certificates issued in writing, connection with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange shall will be cancelled and subsequently disposed of by entitled to the Eligible Lender Trustee in accordance with its customary practice. No same benefits under the Series Certificate Agreement as the Certificates that were surrendered. (c) A Holder will not be required to pay a service charge shall be made for any registration of transfer or exchange of the Excess Distribution CertificateCertificates, but the Eligible Lender Trustee or the Excess Distribution Certificate Registrar may require payment of be required to pay a sum sufficient to cover any transfer tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. If any such tax or governmental charge is imposed but is not paid by the Excess Distribution Certificate. The preceding provisions of this Section notwithstandingtransferee or transferor, but is paid by the Administrator, the Eligible Lender Trustee shall not Administrator will have the right to be required to make and reimbursed the Excess Distribution Certificate Registrar need not register transfers or exchanges amount of such payment from the Asset Payment Subaccount, as described in Section 4.03. (d) If an exercise of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date Tender Option or Optional Disposition Right occurs with respect to a portion, but not all, of a Class A Certificate, the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not be acquired by or Administrator will execute, authenticate and deliver to the applicable Class A Holder, in exchange for the account of (i) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Codesurrendered Class A Certificate, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person within the meaning of Section 7701(a)(30) of the Code, or (iv) any “pass-thru entity” referred to in Section 1(h)(10)(D), (E) or (F) of the Code, the income of which pass-thru entity is includible directly or indirectly through one or more other such pass-thru entities by new Class A Certificates, in Authorized Denominations, having an aggregate Current Certificate Balance equal to the Current Certificate Balance of that portion of the surrendered Class A Certificate for which the Tender Option or Optional Disposition Right was not exercised. (e) The Sponsor may at any person referred time deliver to in clause (iii) above. By accepting the Administrator for cancellation any Certificates previously authenticated and holding delivered hereunder which the Excess Distribution CertificateSponsor may have acquired, the holder hereof and all Certificates so delivered shall be deemed to have represented and warranted that it is not acquiring promptly cancelled by the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution CertificateAdministrator.

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph Section 3.08, a register (f) belowthe “Certificate Register”), the Excess Distribution 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, if and to the Excess Distribution Certificate extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers and exchanges of the Excess Distribution Trust Certificates. No transfer of a Trust Certificate as herein provided. Deutsche Bank Trust Company Americas shall be recognized except upon registration of such transfer. [ ] is hereby appointed as the initial Excess Distribution Certificate Registrar. Upon surrender for registration The Certificate Registrar hereby agrees to notify the Paying Agent in writing of transfer any changes to the Registered Holders of the Excess Distribution Trust Certificates. If the Certificate at the office or agency maintained pursuant Registrar shall for any reason become unable to paragraph (f) belowact as Certificate Registrar, the Eligible Lender Trustee Certificate Registrar shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent give prompt written notice to authenticate and deliver), in such effect to the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the Excess Distribution CertificateholderDepositor, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writingServicer. The Owner Trustee shall promptly appoint a successor, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange which shall be cancelled another trust company or bank, and subsequently disposed of by the Eligible Lender Trustee shall agree to act in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Agreement applicable to it as successor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. If and to the extent transfers are permitted pursuant to Section notwithstanding3.10, as a condition to the registration of any transfer of a Trust Certificate, the Eligible Lender Trustee prospective transferee shall not be required to make represent in writing to the Owner Trustee, the Depositor and the Excess Distribution Certificate Registrar need not register transfers the following: (i) It has neither acquired through nor will it transfer any Trust Certificate it purchases (or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not through or cause any such Trust Certificates (or any interest therein) to be acquired by traded or for the account of readily available on or through (iA) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person an “established securities market” within the meaning of Section 7701(a)(307704(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, or (ivB) any a “pass-thru entitysecondary market” referred to in (or the substantial equivalent thereof) within the meaning of Section 1(h)(10)(D), (E) or (F7704(b)(2) of the Code. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation, grantor trust or an entity disregarded as a separate entity from any such entity for U.S. federal income tax purposes or (B) is such an entity, but none of the income direct or indirect beneficial owners of which pass-thru entity is includible directly any of the interests in such transferee have allowed or indirectly through one caused, or will allow or cause, 50% or more (or such other percentage as the Depositor may establish prior to the time of such pass-thru entities by proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000, (B) it causes its proposed transferee to provide to the Issuing Entity and the Certificate Registrar a letter substantially in the form of Exhibit B hereto; provided, however, that any person referred attempted transfer that would either cause (1) the number of registered holders of Trust Certificates to exceed 95 or (2) the number of holders of direct or indirect interests in clause the Titling Trust to exceed 50, shall be a void transfer. (iv) It understands that the Opinion of Counsel to the Issuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii) and (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.

Registration of Transfer and Exchange. (a) The Excess Distribution Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to paragraph Section 3.08, a register (f) belowthe “Certificate Register”), the Excess Distribution 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, if and to the Excess Distribution Certificate extent transfers are permitted pursuant to Section 3.04(b) and Section 3.10, the registration of transfers and exchanges of the Excess Distribution Trust Certificates. No transfer of a Trust Certificate as herein provided. Deutsche Bank Trust Company Americas shall be recognized except upon registration of such transfer. [ ] is hereby appointed as the initial Excess Distribution Certificate Registrar. Upon surrender for registration The Certificate Registrar hereby agrees to notify the Paying Agent in writing of transfer any changes to the Registered Holders of the Excess Distribution Trust Certificates. If the Certificate at the office or agency maintained pursuant Registrar shall for any reason become unable to paragraph (f) belowact as Certificate Registrar, the Eligible Lender Trustee Certificate Registrar shall execute, authenticate and deliver (or shall cause JPMorgan Chase Bank, National Association as its authenticating agent give prompt written notice to authenticate and deliver), in such effect to the name of the designated transferee, a new Excess Distribution Certificate dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of the Excess Distribution CertificateholderDepositor, the Excess Distribution Certificate may be exchanged for another Excess Distribution Certificate upon surrender of the Excess Distribution Certificate to be exchanged at the office or agency maintained pursuant to paragraph (f) below. An Excess Distribution 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 Excess Distribution Certificate Registrar duly executed by the holder thereof or his attorney duly authorized in writingServicer. The Owner Trustee shall promptly appoint a successor, with such signature (other than for transfers or exchanges to or among any Affiliates of the Depositor) guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. An Excess Distribution Certificate surrendered for registration of transfer or exchange which shall be cancelled another trust company or bank, and subsequently disposed of by the Eligible Lender Trustee shall agree to act in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Excess Distribution Certificate, but the Eligible Lender Trustee or the Excess Distribution 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 the Excess Distribution Certificate. The preceding provisions of this Agreement applicable to it as successor Certificate Registrar under this Agreement. (b) Each Trust Certificate shall bear a legend regarding transfers to the effect of the legend on the form of Trust Certificate attached as Exhibit A hereto, unless determined otherwise by the Servicer (as certified to the Certificate Registrar in an Officer’s Certificate) consistent with applicable law. If and to the extent transfers are permitted pursuant to Section notwithstanding3.10, as a condition to the registration of any transfer of a Trust Certificate, the Eligible Lender Trustee prospective transferee shall not be required to make represent in writing to the Owner Trustee, the Depositor and the Excess Distribution Certificate Registrar need not register transfers the following: (i) It has neither acquired through nor will it transfer any Trust Certificate it purchases (or exchanges of the Excess Distribution Certificate for a period of 15 days preceding any Distribution Date with respect to the Excess Distribution Certificate. The Excess Distribution Certificate (including any beneficial interest therein) may not through or cause any such Trust Certificates (or any interest therein) to be acquired by traded or for the account of readily available on or through (iA) any Benefit Plan subject to Title I of ERISA and/or Section 4975 of the Code, if such acquisition, or the management or servicing of the Trust or its assets, would cause a non-exempt prohibited transaction in violation of Section 406 of ERISA and/or Section 4975 of the Code, (ii) any Benefit Plan subject to a substantially similar federal, state, local or foreign law, if such acquisition would cause a non-exempt violation of such substantially similar law, (iii) any person who is not a United States person an “established securities market” within the meaning of Section 7701(a)(307704(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, or (ivB) any a “pass-thru entitysecondary market” referred to in (or the substantial equivalent thereof) within the meaning of Section 1(h)(10)(D), (E) or (F7704(b)(2) of the Code. (ii) It either (A) is not, and will not become, a partnership, Subchapter S corporation, grantor trust or an entity disregarded as a separate entity from any such entity for U.S. federal income tax purposes or (B) is such an entity, but none of the income direct or indirect beneficial owners of which pass-thru entity is includible directly any of the interests in such transferee have allowed or indirectly through one caused, or will allow or cause, 50% or more (or such other percentage as the Depositor may establish prior to the time of such pass-thru entities by proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Trust Certificates. (iii) It understands that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a denomination of at least $250,000 and, (B) it causes its proposed transferee to provide the Issuing Entity and the Certificate Registrar a letter substantially in the form of Exhibit B hereto; provided, however, that any person referred attempted transfer that would either cause (1) the number of registered holders of Trust Certificates to exceed 95 or (2) the number of holders of direct or indirect interests in clause the Titling Trust to exceed 50, shall be a void transfer. (iv) It understands that the Opinion of Counsel to the Issuing Entity that the Issuing Entity is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (i), (ii) and (iii) above. By accepting and holding the Excess Distribution Certificate, the holder hereof shall be deemed to have represented and warranted that it is not acquiring the Excess Distribution Certificate by or for the account of any entity in violation of the above restrictions, and to have agreed that if such restrictions are violated, the holder will promptly dispose of the Excess Distribution Certificate.