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

Registration, Transfer and Exchange of Certificates. (a) The Owner Trustee initially shall be the registrar (the “Certificate Registrar”) for the purpose of registering Certificates and Transfers of Certificates as herein provided. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and the registration of Transfers of Certificates. Upon any resignation of any Certificate Registrar, the Owner Trustee shall, upon receipt of written instructions from the Depositor, promptly appoint a successor thereto. (b) The Certificates may not be acquired by or for the account of a Benefit Plan. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have represented and warranted that such Certificateholder is not (i) a Benefit Plan and is not a Person acting on behalf of a Benefit Plan or a Person using the assets of a Benefit Plan to effect the transfer of such Certificate or (ii) an insurance company purchasing a Certificate with funds contained in an “insurance company general account” (as defined in Section V(e) of PTCE 95-60) that includes the assets of a Benefit Plan for purposes of the Plan Asset Regulation. Any Person who is not an Affiliate of the Seller and acquires more than 49.9% of the Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no Benefit Plan with respect to which it is a party in interest has or will acquire any interest in the Notes. To the extent permitted under Applicable Law (including ERISA), neither the Owner Trustee nor the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of any Certificate that is in fact not permitted under Applicable Law (including ERISA) or for taking any other action with respect to such Certificate under the provisions of this Agreement so long as such Transfer was registered by the Owner Trustee or the Certificate Registrar in accordance with this Agreement. (c) Upon surrender by a Certificateholder for registration of Transfer of any Certificate at the office or agency of the Certificate Registrar to be maintained as provided in Section 3.08, and upon compliance with any provisions of this Agreement relating to such Transfer, the Owner Trustee shall execute on behalf of the Issuer and the Owner Trustee shall authenticate and deliver to the Certificateholder making such surrender, in the name of the designated transferee or transferees, one or more new Certificates in any authorized denomination evidencing the same aggregate interest in the Issuer. Each Certificate presented or surrendered for registration of Transfer shall be accompanied by a written instrument of transfer and accompanied by IRS Form X-0XXX, X-0XXX or W-9, as applicable, in form satisfactory to the Owner Trustee and the Certificate Registrar, duly executed by the Certificateholder or its attorney duly authorized in writing. Each Certificate presented or surrendered for registration of Transfer shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of Transfer of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer of Certificates. (d) All Certificates surrendered for registration of Transfer, if surrendered to the Issuer or any agent of the Owner Trustee or the Issuer under this Agreement, shall be delivered to the Owner Trustee and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee shall dispose of cancelled Certificates in accordance with its normal practice.

Registration, Transfer and Exchange of Certificates. (a) The Owner Indenture Trustee initially shall be the registrar (the “Certificate Registrar”) for the purpose of registering Certificates and Transfers of Certificates as herein provided. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and the registration of Transfers of Certificates. Upon any resignation of any Certificate Registrar, the Owner Trustee Trustee, on behalf of the Issuer, shall, upon receipt of written instructions from the Depositor, promptly appoint a successor thereto. No transfer of a Certificate shall be made to any Person unless (i) the Certificate Registrar has received an opinion of Independent counsel that such action will not cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (ii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder. For the avoidance of doubt, any transfer of a Certificate by a Certificateholder other than the initial Certificateholder also must comply with the foregoing provision. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Issuer (or such other amount as the Depositor may determine in order to prevent the Issuer from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Issuer). (b) The Certificates may not be acquired by or for the account of a Benefit PlanPerson that is not a United States person within the meaning of Section 7701(a)(30) of the Code, unless an Opinion of Counsel is delivered to the Certificate Registrar to the effect that such transfer to a non-United States person will not cause the Issuer to be (i) subject to an additional United States federal income tax or to be required to withhold tax with respect to such transferee or (ii) treated as engaged in a United States trade or business within the meaning of the Code. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have represented and warranted that such Certificateholder is not (i) a Benefit Plan or other employee benefit plan or arrangement that is any plan subject to Similar Law and is not a Person acting on behalf of a Benefit Plan or other employee benefit plan or arrangement that is any plan subject to Similar Law or a Person using the assets of a Benefit Plan or other employee benefit plan or arrangement that is any plan subject to Similar Law to effect the transfer of such Certificate or (ii) an insurance company purchasing a Certificate with funds contained in an “insurance company general account” (as defined in Section V(e) of PTCE 95-60) that includes the assets of a Benefit Plan for purposes of the Plan Asset RegulationCertificate. Any Person who is not an Affiliate of the Seller and acquires more than 49.9% of the Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no Benefit Plan with respect to which it is a party in interest has or will acquire any interest in the Notes. To the extent permitted under Applicable Law (including ERISA), neither the Owner Trustee nor the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of any Certificate that is in fact not permitted under Applicable Law (including ERISA) or for taking any other action with respect to such Certificate under the provisions of this Agreement so long as such Transfer was registered by the Owner Trustee or the Certificate Registrar in accordance with this Agreement. (c) Upon surrender by a Certificateholder for registration of Transfer of any Certificate at the office or agency of the Certificate Registrar to be maintained as provided in Section 3.08, and upon compliance with any provisions of this Agreement relating to such Transfer, the Owner Trustee shall execute on behalf of the Issuer and the Owner Trustee or the Certificate Registrar shall authenticate and deliver to the Certificateholder making such surrender, in the name of the designated transferee or transferees, one or more new Certificates in any authorized denomination evidencing the same aggregate interest Certificate Percentage Interest in the Issuer. Each Certificate presented or surrendered for registration of Transfer shall be accompanied by a written instrument of transfer and accompanied by IRS Form X-0XXX, X-0XXX or W-9, and such other documentation as applicablemay be required by the Owner Trustee in order to comply with Applicable Anti-Money Laundering Law, in form satisfactory to the Owner Trustee and the Certificate Registrar, duly executed by the Certificateholder or its attorney duly authorized in writing. Each Certificate presented or surrendered for registration of Transfer shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of Transfer of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer of Certificates. No Transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder. (d) All Certificates surrendered for registration of Transfer, if surrendered to the Issuer Issuer, the Certificate Registrar or any agent of the Owner Trustee or the Issuer under this Agreement, shall be delivered to the Owner Trustee or the Certificate Registrar and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee and the Certificate Registrar shall dispose of cancelled Certificates in accordance with its their normal practice. (e) As of the date hereof, the Depositor intends to retain the Certificates. Although there is no present intent to effect any subsequent transfer of the Certificates, in the event that the Depositor did intend to transfer any of the Certificates to a third party, the parties to this Agreement will amend this Agreement as necessary to prevent any application of the Treasury Regulations under Section 385 of the Code (including any subsequent or successor provision) that would result in the recharacterization of any of the Notes as equity.

Registration, Transfer and Exchange of Certificates. (a) The Owner Indenture Trustee initially shall be the registrar (the “Certificate Registrar”) for the purpose of registering Certificates and Transfers of Certificates as herein provided. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and the registration of Transfers of Certificates. Upon any resignation of any Certificate Registrar, the Owner Trustee Trustee, on behalf of the Issuer, shall, upon receipt of written instructions from the Depositor, promptly appoint a successor thereto. No transfer of a Certificate shall be made to any Person unless (i) the Certificate Registrar has received an opinion of Independent counsel that such action will not cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (ii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder. For the avoidance of doubt, any transfer of a Certificate by a Certificateholder other than the initial Certificateholder or a transfer of all of the Certificates to an Affiliate of the transferee also must comply with the foregoing provision. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% Certificate Percentage Interest (or such other amount as the Depositor may determine in order to prevent the Issuer from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% Certificate Percentage Interest). (b) The Certificates may not be acquired by or for the account of a Benefit PlanPerson that is not a United States person within the meaning of Section 7701(a)(30) of the Code, unless an Opinion of Counsel is delivered to the Certificate Registrar to the effect that such transfer to a non-United States person will not cause the Issuer to be (i) subject to an additional United States federal income tax or to be required to withhold tax with respect to such transferee or (ii) treated as engaged in a United States trade or business within the meaning of the Code. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have represented and warranted that such Certificateholder is not (i) a Benefit Plan or other employee benefit plan or arrangement that is any plan subject to Similar Law and is not a Person acting on behalf of a Benefit Plan or other employee benefit plan or arrangement that is any plan subject to Similar Law or a Person using the assets of a Benefit Plan or other employee benefit plan or arrangement that is any plan subject to Similar Law to effect the transfer of such Certificate or (ii) an insurance company purchasing a Certificate with funds contained in an “insurance company general account” (as defined in Section V(e) of PTCE 95-60) that includes the assets of a Benefit Plan for purposes of the Plan Asset Regulation. Any Person who is not an Affiliate of the Seller and acquires more than 49.9% of the Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no Benefit Plan with respect to which it is a party in interest has or will acquire any interest in the NotesCertificate. To the extent permitted under Applicable Law (including ERISA), neither the Owner Trustee nor the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of any Certificate that is in fact not permitted under Applicable Law (including ERISA) or for taking any other action with respect to such Certificate under the provisions of this Agreement so long as such Transfer was registered by the Owner Trustee or the Certificate Registrar in accordance with this Agreement. (c) Upon surrender by a Certificateholder for registration of Transfer of any Certificate at the office or agency of the Certificate Registrar to be maintained as provided in Section 3.08, and upon compliance with any provisions of this Agreement relating to such Transfer, the Owner Trustee shall execute on behalf of the Issuer and the Owner Trustee or the Certificate Registrar shall authenticate and deliver to the Certificateholder making such surrender, in the name of the designated transferee or transferees, one or more new Certificates in any authorized denomination evidencing the same aggregate interest in the IssuerCertificate Percentage Interest. Each Certificate presented or surrendered for registration of Transfer shall be accompanied by a written instrument of transfer and accompanied by IRS Form X-0XXX, X-0XXX or W-9, and such other documentation as applicablemay be required by the Owner Trustee in order to comply with Applicable Anti-Money Laundering Law, in form satisfactory to the Owner Trustee and the Certificate Registrar, duly executed by the Certificateholder or its attorney duly authorized in writing. Each Certificate presented or surrendered for registration of Transfer shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of Transfer of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer of Certificates. No Transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder. (d) All Certificates surrendered for registration of Transfer, if surrendered to the Issuer Issuer, the Certificate Registrar or any agent of the Owner Trustee or the Issuer under this Agreement, shall be delivered to the Owner Trustee or the Certificate Registrar and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee and the Certificate Registrar shall dispose of cancelled Certificates in accordance with its their normal practice. (e) As of the date hereof, the Depositor intends to retain the Certificates. Although there is no present intent to effect any subsequent transfer of the Certificates, in the event that the Depositor did intend to transfer any of the Certificates to a third party, the parties to this Agreement will amend this Agreement as necessary to prevent any application of the Treasury Regulations under Section 385 of the Code (including any subsequent or successor provision) that would result in the recharacterization of any of the Notes as equity.

Registration, Transfer and Exchange of Certificates. (a) The Owner Indenture Trustee initially shall be the registrar (the “Certificate Registrar”) for the purpose of registering Certificates and Transfers of Certificates as herein provided. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and the registration of Transfers of Certificates. Upon any resignation of any Certificate Registrar, the Owner Trustee Trustee, on behalf of the Issuer, shall, upon receipt of written instructions from the Depositor, promptly appoint a successor thereto. No transfer of a Certificate shall be made to any Person unless (i) the Certificate Registrar has received an opinion of Independent counsel that such action will not cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (ii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder. For the avoidance of doubt, any transfer of a Certificate by a Certificateholder other than the initial Certificateholder or a transfer of all of the Certificates to an Affiliate of the transferee also must comply with the foregoing provision. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% Certificate Percentage Interest (or such other amount as the Depositor may determine in order to prevent the Issuer from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% Certificate Percentage Interest). (b) The Certificates may not be acquired by or for the account of a Benefit PlanPerson that is not a United States person within the meaning of Section 7701(a)(30) of the Code, unless an Opinion of Counsel is delivered to the Certificate Registrar to the effect that such transfer to a non-United States person will not cause the Issuer to be (i) subject to an additional United States federal income tax or to be required to withhold tax with respect to such transferee or (ii) treated as engaged in a United States trade or business within the meaning of the Code. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have represented and warranted that such Certificateholder is not (i) a Benefit Plan or other employee benefit plan or arrangement that is any plan subject to Similar Law and is not a Person acting on behalf of a Benefit Plan or other employee benefit plan or arrangement that is any plan subject to Similar Law or a Person using the assets of a Benefit Plan or other employee benefit plan or arrangement that is any plan subject to Similar Law to effect the transfer of such Certificate or (ii) an insurance company purchasing a Certificate with funds contained in an “insurance company general account” (as defined in Section V(e) of PTCE 95-60) that includes the assets of a Benefit Plan for purposes of the Plan Asset Regulation. Any Person who is not an Affiliate of the Seller and acquires more than 49.9% of the Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no Benefit Plan with respect to which it is a party in interest has or will acquire any interest in the NotesCertificate. To the extent permitted under Applicable Law (including ERISA), neither the Owner Trustee nor the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of any Certificate that is in fact not permitted under Applicable Law (including ERISA) or for taking any other action with respect to such Certificate under the provisions of this Agreement so long as such Transfer was registered by the Owner Trustee or the Certificate Registrar in accordance with this Agreement. (c) Upon surrender by a Certificateholder for registration of Transfer of any Certificate at the office or agency of the Certificate Registrar to be maintained as provided in Section 3.08, and upon compliance with any provisions of this Agreement relating to such Transfer, the Owner Trustee shall execute on behalf of the Issuer and the Owner Trustee or the Certificate Registrar shall authenticate and deliver to the Certificateholder making such surrender, in the name of the designated transferee or transferees, one or more new Certificates in any authorized denomination evidencing the same aggregate interest in the IssuerCertificate Percentage Interest. Each Certificate presented or surrendered for registration of Transfer shall be accompanied by a written instrument of transfer and accompanied by IRS Form X-0XXX, X-0XXX or W-9, and such other documentation as applicablemay be required by the Owner Trustee in order to comply with Applicable Anti-Money Laundering Law, in form satisfactory to the Owner Trustee and the Certificate Registrar, duly executed by the Certificateholder or its attorney duly authorized in writing. Each Certificate presented or surrendered for registration of Transfer shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of Transfer of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer of Certificates. No Transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder. (d) All Certificates surrendered for registration of Transfer, if surrendered to the Issuer Issuer, the Certificate Registrar or any agent of the Owner Trustee or the Issuer under this Agreement, shall be delivered to the Owner Trustee or the Certificate Registrar and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee and the Certificate Registrar shall dispose of cancelled Certificates in accordance with its their normal practice. (e) As of the date hereof, the Depositor intends to retain the Certificates. Although there is no present intent to effect any subsequent transfer of the Certificates, in the event that the Depositor does intend at any time to transfer any of the Certificates to a third party, the parties to this Agreement will amend this Agreement as necessary to prevent any application of the Treasury Regulations under Section 385 of the Code (including any subsequent or successor provision) that would result in the recharacterization of any of the Notes as equity.

Registration, Transfer and Exchange of Certificates. (a) The Owner Trustee initially shall be the registrar (the “Certificate Registrar”) for the purpose of registering Certificates and Transfers of Certificates as herein provided. The Certificate Registrar shall keep or cause to be kept, kept at the office or agency maintained pursuant to Section 3.08, a register Corporate Trust Office books (the “"Certificate Register”") for the registration, transfer and exchange of Certificates (the Trustee, in whichsuch capacity, being the "Certificate Registrar"). The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Servicer, the Special Servicer, the Trustee, any Paying Agent and any agent of any of them shall not be affected by any notice or knowledge to the contrary. An Individual Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at the Corporate Trust Office together with an assignment and transfer (executed by the Holder or his duly authorized attorney), subject to such reasonable regulations as it may prescribethe 119 requirements of Section 5.2(c), (d), (e) and (f). Upon request of the Trustee, the Certificate Registrar shall provide for the registration Trustee with the names, addresses and Percentage Interests of Certificates and the registration of Transfers of Certificates. Upon any resignation of any Certificate Registrar, the Owner Trustee shall, upon receipt of written instructions from the Depositor, promptly appoint a successor theretoHolders. (b) The Certificates may not be acquired by or for the account of a Benefit Plan. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have represented and warranted that such Certificateholder is not (i) a Benefit Plan and is not a Person acting on behalf of a Benefit Plan or a Person using the assets of a Benefit Plan to effect the transfer of such Certificate or (ii) an insurance company purchasing a Certificate with funds contained in an “insurance company general account” (as defined in Section V(e) of PTCE 95-60) that includes the assets of a Benefit Plan for purposes of the Plan Asset Regulation. Any Person who is not an Affiliate of the Seller and acquires more than 49.9% of the Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no Benefit Plan with respect to which it is a party in interest has or will acquire any interest in the Notes. To the extent permitted under Applicable Law (including ERISA), neither the Owner Trustee nor the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of any Certificate that is in fact not permitted under Applicable Law (including ERISA) or for taking any other action with respect to such Certificate under the provisions of this Agreement so long as such Transfer was registered by the Owner Trustee or the Certificate Registrar in accordance with this Agreement. (c) Upon surrender by a Certificateholder for registration of Transfer transfer of any Certificate at Individual Certificate, subject to the office or agency requirements of the Certificate Registrar to be maintained as provided in Section 3.085.2(c), (d), (e) and upon compliance with any provisions of this Agreement relating to such Transfer(f), the Owner Trustee shall execute on behalf of the Issuer and the Owner Trustee Authenticating Agent shall duly authenticate and deliver to the Certificateholder making such surrender, in the name of the designated transferee or transferees, one or more new Certificates in any authorized denomination evidencing the same denominations of a like aggregate interest in the IssuerCertificate Balance. Each Certificate presented or surrendered for registration of Transfer Such Certificates shall be accompanied by a written instrument of transfer and accompanied by IRS Form X-0XXX, X-0XXX or W-9, as applicable, in form satisfactory to the Owner Trustee and the Certificate Registrar, duly executed by the Certificateholder or its attorney duly authorized in writing. Each Certificate presented or surrendered for registration of Transfer shall be canceled and subsequently disposed of delivered by the Certificate Registrar in accordance with Section 5.2(e). Each Certificate surrendered for registration of transfer shall be cancelled and subsequently destroyed by the Certificate Registrar. Each new Certificate issued pursuant to this Section 5.2 shall be registered in the name of any Person as the transferring Holder may request, subject to the provisions of Section 5.2(c), (d), (e) and (f). (c) The exchange, transfer and registration of transfer of Individual Certificates that are Privately Placed Certificates shall be subject to the restrictions set forth below (in addition to the provisions of Section 5.2(d), (e) and (f)): (i) The Certificate Registrar shall register the transfer of an Individual Certificate that is a Privately Placed Certificate if the requested transfer is being made to a transferee who has provided the Certificate Registrar with an Investment Representation Letter substantially in the form of Exhibit D-1 hereto (an "Investment Representation Letter"), to the effect that the transfer is being made to a Qualified Institutional Buyer in accordance with Rule 144A; or (ii) The Certificate Registrar shall register the transfer of an Individual Certificate that is a Privately Placed Certificate (other than a Class or Class Certificate), if prior to the transfer, the transferee furnishes to the Certificate Registrar (1) an Investment Representation Letter to the effect that the transfer is being made to an Institutional Accredited Investor in accordance with an applicable exemption under the Act, (2) an Opinion of Counsel acceptable to the Certificate Registrar that such transfer is in compliance with the Act, and (3) a written undertaking by the transferor to reimburse the Trust for any costs incurred by it in connection with the proposed transfer. In addition, the Certificate Registrar may, as a condition of the registration of any such transfer, require the transferor to furnish such other certificates, legal opinions or other information (at the transferor's expense) as the Certificate Registrar may reasonably require to confirm that the proposed transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act and other applicable laws. (d) Subject to the restrictions on transfer and exchange set forth in this Section 5.2, the Holder of one or more Certificates may transfer or exchange the same in whole or in part (with a Certificate Balance equal to any authorized denomination) by surrendering such Certificate at the Corporate Trust Office or at the office of any transfer agent appointed as provided under this Agreement, together with an instrument of assignment or transfer (executed by the Holder or its customary practiceduly authorized attorney), in the case of transfer, and a written request for exchange in the case of exchange. Subject to the restrictions on transfer set forth in this Section 5.2, following a proper request for transfer or exchange, the Certificate Registrar shall, within ____ Business Days of such request if made at the Corporate Trust Office, or within ___ Business Days if made at the office of a transfer agent (other than the Certificate Registrar), execute and deliver at the Corporate Trust Office or at the office of such transfer agent, as the case may be, to the transferee (in the case of transfer) or the Holder (in the case of exchange) or send by first class mail (at the risk of the transferee in the case of transfer or the Holder in the case of exchange) to such address as the transferee or the Holder, as applicable, may request, an Individual Certificate or Certificates, as the case may require, for a like aggregate Certificate Balance and in such authorized denomination or denominations as may be requested. The presentation for transfer or exchange of any Individual Certificate shall not be valid unless made at the Corporate Trust Office or at the office of a transfer agent by the registered Holder in person, or by a duly authorized attorney-in-fact. The Certificate Registrar may decline to accept any request for an exchange or registration of transfer of any Certificate during the period of ___ days preceding any Distribution Date. (e) Individual Certificates may only be transferred to Eligible Investors as described herein. In the event the Certificate Registrar shall determine that an Individual Certificate is being held by or for the benefit of a Person who is not an Eligible Investor, or that such holding is unlawful under the laws of a relevant jurisdiction, then the Certificate Registrar shall void such transfer, if permitted under applicable law. (f) No fee or service charge shall be made imposed by the Certificate Registrar for its services in respect of any registration of Transfer transfer or exchange referred to in this Section 5.2 other than for transfers to Institutional Accredited Investors, as provided herein. In connection with any transfer to an Institutional Accredited Investor, the transferor shall reimburse the Trust for any costs (including the cost of Certificates, but the Owner Trustee Certificate Registrar's counsel's review of the documents and any legal opinions submitted by the transferor or transferee to the Certificate Registrar as provided herein) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax tax, expense or other governmental charge that may be imposed payable in connection with any Transfer of Certificatessuch transfer. (dg) All Certificates surrendered for registration of TransferSubject to Section 5.2(d), if surrendered to the Issuer or any agent transfers of the Owner Trustee or the Issuer under this Agreement, shall Class _______ and Class _______ Certificates may be delivered to the Owner Trustee and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee shall dispose of cancelled Certificates made only in accordance with its normal practicethis Section 5.2(g). The Certificate Registrar shall register the transfer of a Class ______ or Class __________ Certificate if (x) the transferor has advised the Certificate Registrar in writing that the Certificate is being transferred to a Qualified Institutional Buyer; and (y) prior to transfer the transferor furnishes to the Certificate Registrar an Investment Representation Letter. In addition, the Certificate Registrar may, as a condition of the registration of any such transfer, require the transferor to furnish such other certifications, legal opinions or other information (at the transferor's expense) as they may reasonably be required to confirm that the proposed transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act and other applicable laws.

Registration, Transfer and Exchange of Certificates. (a) The Owner Trustee initially Issuer shall be maintain at the registrar Warrant Office the Warrant Register for registration of the Warrants and Warrant Certificates and transfers thereof. On the date hereof the Issuer shall register the outstanding Warrants and Warrant Certificates in the name of the Warrant Holder. The Issuer may deem and treat the registered holder(s) of the Warrant Certificates as the absolute owner(s) thereof and the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the “Certificate Registrar”Warrant Certificates made by any Person) for the purpose of registering Certificates any exercise thereof or any distribution to the holder(s) thereof, and Transfers of Certificates as herein provided. The Certificate Registrar shall keep or cause to be keptfor all other purposes, at the office or agency maintained pursuant to Section 3.08, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and the registration of Transfers of Certificates. Upon Issuer shall not be affected by any resignation of any Certificate Registrar, notice to the Owner Trustee shall, upon receipt of written instructions from the Depositor, promptly appoint a successor theretocontrary. (b) The Certificates may not be acquired by or for Subject to Section 13 hereof, the account of a Benefit Plan. Each Certificateholder, by its acceptance of a Certificate, Issuer shall be deemed to have represented and warranted that such Certificateholder is not (i) a Benefit Plan and is not a Person acting on behalf of a Benefit Plan or a Person using the assets of a Benefit Plan to effect register the transfer of such Certificate or (ii) an insurance company purchasing a Certificate with funds contained any outstanding Warrants in an “insurance company general account” (as defined in Section V(e) of PTCE 95-60) that includes the assets of a Benefit Plan for purposes Warrant Register upon surrender of the Plan Asset RegulationWarrant Certificate(s) evidencing such warrants to the Issuer at the Warrant Office, accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to it, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof. Any Person who is not an Affiliate Upon any such registration of the Seller and acquires more than 49.9% of the Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISAtransfer, new Warrant Certificate(s) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no Benefit Plan with respect to which it is a party in interest has or will acquire any interest in the Notes. To the extent permitted under Applicable Law (including ERISA), neither the Owner Trustee nor the Certificate Registrar evidencing such transferred Warrants shall be under any liability issued to any Person the transferee(s) and the surrendered Warrant Certificate(s) shall be canceled. If less than all the Warrants evidenced by Warrant Certificate(s) surrendered for any registration transfer are to be transferred, new Warrant Certificate(s) shall be issued to the holder surrendering such Warrant Certificate(s) evidencing such remaining number of Transfer of any Certificate that is in fact not permitted under Applicable Law (including ERISA) or for taking any other action with respect to such Certificate under the provisions of this Agreement so long as such Transfer was registered by the Owner Trustee or the Certificate Registrar in accordance with this AgreementWarrants. (c) Upon surrender by a Certificateholder for registration of Transfer of any Certificate Warrant Certificates may be exchanged at the office or agency option of the Certificate Registrar holder(s) thereof, when surrendered to be maintained as provided in Section 3.08, and upon compliance with any provisions of this Agreement relating to such Transfer, the Owner Trustee shall execute on behalf of the Issuer at the Warrant Office, for another Warrant Certificate or other Warrant Certificates of like tenor and the Owner Trustee shall authenticate and deliver to the Certificateholder making such surrender, representing in the name aggregate a like number of the designated transferee or transferees, one or more new Warrants. Warrant Certificates in any authorized denomination evidencing the same aggregate interest in the Issuer. Each Certificate presented or surrendered for registration of Transfer exchange shall be accompanied by a written instrument of transfer and accompanied by IRS Form X-0XXX, X-0XXX or W-9, as applicable, in form satisfactory to the Owner Trustee and the Certificate Registrar, duly executed by the Certificateholder or its attorney duly authorized in writing. Each Certificate presented or surrendered for registration of Transfer shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. canceled. (d) No service charge shall be made for any registration of Transfer of Certificates, but the Owner Trustee such transfer or the Certificate Registrar may require payment of a sum sufficient to cover exchange except for any tax or other governmental charge that may be imposed in connection with any Transfer of Certificatestherewith. Except as provided in Section 13(b) hereof, each Warrant Certificate issued upon transfer or exchange shall bear the legend set forth in Section 13(b) hereof if the Warrant Certificate presented for transfer or exchange bore such legend. (d) All Certificates surrendered for registration of Transfer, if surrendered to the Issuer or any agent of the Owner Trustee or the Issuer under this Agreement, shall be delivered to the Owner Trustee and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee shall dispose of cancelled Certificates in accordance with its normal practice.

Registration, Transfer and Exchange of Certificates. (a) The Owner Trustee initially shall be the registrar (the “Certificate Registrar”) for the purpose of registering Certificates and Transfers of Certificates as herein provided. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and the registration of Transfers of Certificates. Upon any resignation of any Certificate Registrar, the Owner Trustee shall, upon receipt of written instructions from the Depositor, promptly appoint a successor thereto. (b) The Certificates may not be acquired by or for the account of a Benefit Plan. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have represented and warranted that such Certificateholder is not (i) a Benefit Plan and is not a Person acting on behalf of a Benefit Plan or a Person using the assets of a Benefit Plan to effect the transfer of such Certificate or (ii) an insurance company purchasing a Certificate with funds contained in an “insurance company general account” (as defined in Section V(e) of PTCE 95-60) that includes the assets of a Benefit Plan for purposes of the Plan Asset Regulation. Any Person who is not an Affiliate of the Seller and acquires more than 49.9% of the Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no Benefit Plan with respect to which it is a party in interest has or will acquire any interest in the Notes. To the extent permitted under Applicable Law applicable law (including ERISA), neither the Owner Trustee nor the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of any Certificate that is in fact not permitted under Applicable Law applicable law (including ERISA) or for taking any other action with respect to such Certificate under the provisions of this Agreement so long as such Transfer was registered by the Owner Trustee or the Certificate Registrar in accordance with this Agreement. (c) Upon surrender by a Certificateholder for registration of Transfer of any Certificate at the office or agency of the Certificate Registrar to be maintained as provided in Section 3.08, and upon compliance with any provisions of this Agreement relating to such Transfer, the Owner Trustee shall execute on behalf of the Issuer and the Owner Trustee shall authenticate and deliver to the Certificateholder making such surrender, in the name of the designated transferee or transferees, one or more new Certificates in any authorized denomination evidencing the same aggregate interest in the Issuer. Each Certificate presented or surrendered for registration of Transfer shall be accompanied by a written instrument of transfer and accompanied by IRS Form X-0XXX, X-0XXX or W-9, as applicable, in form satisfactory to the Owner Trustee and the Certificate Registrar, duly executed by the Certificateholder or its his attorney duly authorized in writing. Each Certificate presented or surrendered for registration of Transfer shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of Transfer of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer of Certificates. (d) All Certificates surrendered for registration of Transfer, if surrendered to the Issuer or any agent of the Owner Trustee or the Issuer under this Agreement, shall be delivered to the Owner Trustee and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee shall dispose of cancelled Certificates in accordance with its normal practice.

Registration, Transfer and Exchange of Certificates. (a) The Owner Trustee initially Corporation shall be maintain at the registrar Warrant Office the Warrant Register for registration of the Warrants and Warrant Certificates and transfers thereof. On the date hereof the Corporation shall register the Warrants and Warrant Certificates in the Warrant Register in the name of the Warrant Holder. The Corporation may deem and treat the registered holders of the Warrant Certificates as the absolute owners thereof and the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the “Certificate Registrar”Warrant Certificates made by any person) for the purpose of registering Certificates any exercise thereof or any distribution to the Warrant Holders thereof and Transfers of Certificates as herein provided. The Certificate Registrar shall keep or cause to be keptfor all other purposes, at the office or agency maintained pursuant to Section 3.08, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and the registration of Transfers of Certificates. Upon Corporation shall not be affected by any resignation of any Certificate Registrar, notice to the Owner Trustee shall, upon receipt of written instructions from the Depositor, promptly appoint a successor theretocontrary. (b) The Certificates may not be acquired by or for Subject to section 12 hereof, the account of a Benefit Plan. Each Certificateholder, by its acceptance of a Certificate, Corporation shall be deemed to have represented and warranted that such Certificateholder is not (i) a Benefit Plan and is not a Person acting on behalf of a Benefit Plan or a Person using the assets of a Benefit Plan to effect register the transfer of such Certificate or (ii) an insurance company purchasing a Certificate with funds contained any outstanding Warrants in an “insurance company general account” (as defined in Section V(e) of PTCE 95-60) that includes the assets of a Benefit Plan for purposes Warrant Register upon surrender of the Plan Asset RegulationWarrant Certificates evidencing such Warrants to the Corporation at the Warrant Office, accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to it, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof. Any Person who is not an Affiliate Upon any such registration of the Seller and acquires more than 49.9% of the transfer, new Warrant Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no Benefit Plan with respect to which it is a party in interest has or will acquire any interest in the Notes. To the extent permitted under Applicable Law (including ERISA), neither the Owner Trustee nor the Certificate Registrar evidencing such transferred Warrants shall be under any liability issued to any Person the transferee and the surrendered Warrant Certificates shall be canceled. If less than all the Warrants evidenced by Warrant Certificates surrendered for any registration transfer are to be transferred, new Warrant Certificates shall be issued to the holder surrendering such Warrant Certificates evidencing such remaining number of Transfer of any Certificate that is in fact not permitted under Applicable Law (including ERISA) or for taking any other action with respect to such Certificate under the provisions of this Agreement so long as such Transfer was registered by the Owner Trustee or the Certificate Registrar in accordance with this AgreementWarrants. (c) Upon surrender by a Certificateholder for registration of Transfer of any Certificate Warrant Certificates may be exchanged at the office or agency option of the Certificate Registrar to be maintained as provided in Section 3.08, and upon compliance with any provisions of this Agreement relating to such Transfer, the Owner Trustee shall execute on behalf of the Issuer and the Owner Trustee shall authenticate and deliver holders thereof when surrendered to the Certificateholder making such surrenderCorporation at the Warrant Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the name aggregate a like number of the designated transferee or transferees, one or more new Warrants. Warrant Certificates in any authorized denomination evidencing the same aggregate interest in the Issuer. Each Certificate presented or surrendered for registration of Transfer exchange shall be accompanied by a written instrument of transfer and accompanied by IRS Form X-0XXX, X-0XXX or W-9, as applicable, in form satisfactory to the Owner Trustee and the Certificate Registrar, duly executed by the Certificateholder or its attorney duly authorized in writing. Each Certificate presented or surrendered for registration of Transfer shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. canceled. (d) No service charge shall be made for any registration of Transfer of Certificates, but the Owner Trustee such transfer or the Certificate Registrar may require payment of a sum sufficient to cover exchange except for any tax or other governmental charge that may be imposed in connection with any Transfer of Certificatestherewith. Except as provided in section 12(b)(i) hereof, each Warrant Certificate issued upon transfer or exchange shall bear the legend set forth in sections 12(b)(i) hereof if the Warrant Certificate presented for transfer or exchange bore such legend. (d) All Certificates surrendered for registration of Transfer, if surrendered to the Issuer or any agent of the Owner Trustee or the Issuer under this Agreement, shall be delivered to the Owner Trustee and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee shall dispose of cancelled Certificates in accordance with its normal practice.

Registration, Transfer and Exchange of Certificates. (a) The Owner Trustee initially shall be the registrar (the “"Certificate Registrar”") for the purpose of registering Certificates and Transfers of Certificates as herein provided. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a register (the “"Certificate Register”") in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and the registration of Transfers of Certificates. Upon any resignation of any Certificate Registrar, the Owner Trustee shall, upon receipt of written instructions from the Depositor, promptly appoint a successor thereto. (b) The Certificates may not be acquired by or for the account of a Benefit Plan. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have represented and warranted that such Certificateholder is not (i) a Benefit Plan and is not a Person acting on behalf of a Benefit Plan or a Person using the assets of a Benefit Plan to effect the transfer of such Certificate or (ii) an insurance company purchasing a Certificate with funds contained in an “"insurance company general account” " (as defined in Section V(e) of PTCE 95-60) that includes the assets of a Benefit Plan for purposes of the Plan Asset Regulation. Any Person who is not an Affiliate of the Seller and acquires more than 49.9% of the Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no Benefit Plan with respect to which it is a party in interest has or will acquire any interest in the Notes. To the extent permitted under Applicable Law applicable law (including ERISA), neither the Owner Trustee nor the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of any Certificate that is in fact not permitted under Applicable Law applicable law (including ERISA) or for taking any other action with respect to such Certificate under the provisions of this Agreement so long as such Transfer was registered by the Owner Trustee or the Certificate Registrar in accordance with this Agreement. (c) Upon surrender by a Certificateholder for registration of Transfer of any Certificate at the office or agency of the Certificate Registrar to be maintained as provided in Section 3.08, and upon compliance with any provisions of this Agreement relating to such Transfer, the Owner Trustee shall execute on behalf of the Issuer and the Owner Trustee shall authenticate and deliver to the Certificateholder making such surrender, in the name of the designated transferee or transferees, one or more new Certificates in any authorized denomination evidencing the same aggregate interest in the Issuer. Each Certificate presented or surrendered for registration of Transfer shall be accompanied by a written instrument of transfer and accompanied by IRS Form X-0XXXW-8BEN, X-0XXX W-8ECI or W-9, as applicable, in form satisfactory to the Owner Trustee and Owxxx Xxxxxxx xxd the Certificate Registrar, duly executed by the Certificateholder or its his attorney duly authorized in writing. Each Certificate presented or surrendered for registration of Transfer shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of Transfer of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer of Certificates. (d) All Certificates surrendered for registration of Transfer, if surrendered to the Issuer or any agent of the Owner Trustee or the Issuer under this Agreement, shall be delivered to the Owner Trustee and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee shall dispose of cancelled Certificates in accordance with its normal practice.

Registration, Transfer and Exchange of Certificates. (a) The Owner Trustee initially shall be the registrar (the “Certificate Registrar”) for the purpose of registering Certificates and Transfers of Certificates as herein provided. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and the registration of Transfers of Certificates. Upon any resignation of any Certificate Registrar, the Owner Trustee shall, upon receipt of written instructions from the Depositor, promptly appoint a successor thereto. (b) The Certificates may not be acquired by or for the account of a Benefit Plan. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have represented and warranted that such Certificateholder is not (i) a Benefit Plan and is not a Person acting on behalf of a Benefit Plan or a Person using the assets of a Benefit Plan to effect the transfer of such Certificate or (ii) an insurance company purchasing a Certificate with funds contained in an “insurance company general account” (as defined in Section V(e) of PTCE 95-60) that includes the assets of a Benefit Plan for purposes of the Plan Asset Regulation. Any Person who is not an Affiliate of the Seller and acquires more than 49.9% of the Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no Benefit Plan with respect to which it is a party in interest has or will acquire any interest in the Notes. To the extent permitted under Applicable Law (including ERISA), neither the Owner Trustee nor the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of any Certificate that is in fact not permitted under Applicable Law (including ERISA) or for taking any other action with respect to such Certificate under the provisions of this Agreement so long as such Transfer was registered by the Owner Trustee or the Certificate Registrar in accordance with this Agreement. (c) Upon surrender by a Certificateholder for registration of Transfer of any Certificate at the office or agency of the Certificate Registrar to be maintained as provided in Section 3.08, and upon compliance with any provisions of this Agreement relating to such Transfer, the Owner Trustee shall execute on behalf of the Issuer and the Owner Trustee shall authenticate and deliver to the Certificateholder making such surrender, in the name of the designated transferee or transferees, one or more new Certificates in any authorized denomination evidencing the same aggregate interest in the Issuer. Each Certificate presented or surrendered for registration of Transfer shall be accompanied by a written instrument of transfer and accompanied by IRS Form X-0XXXW-0XXX, X-0XXX or W-9, as applicable, in form satisfactory to the Owner Trustee and the Certificate Registrar, duly executed by the Certificateholder or its attorney duly authorized in writing. Each Certificate presented or surrendered for registration of Transfer shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of Transfer of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer of Certificates. (d) All Certificates surrendered for registration of Transfer, if surrendered to the Issuer or any agent of the Owner Trustee or the Issuer under this Agreement, shall be delivered to the Owner Trustee and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee shall dispose of cancelled Certificates in accordance with its normal practice.

Registration, Transfer and Exchange of Certificates. (a) The Owner Indenture Trustee initially shall be the registrar (the “Certificate Registrar”) for the purpose of registering Certificates and Transfers of Certificates as herein provided. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and the registration of Transfers of Certificates. Upon any resignation of any Certificate Registrar, the Owner Trustee Trustee, on behalf of the Issuer, shall, upon receipt of written instructions from the Depositor, promptly appoint a successor thereto. No transfer of a Certificate shall be made to any Person unless (i) the Certificate Registrar has received an opinion of independent counsel that such action will not cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (ii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder. For the avoidance of doubt, any transfer of a Certificate by a Certificateholder other than the initial Certificateholder also must comply with the foregoing provision. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Issuer (or such other amount as the Depositor may determine in order to prevent the Issuer from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Issuer). (b) The Certificates may not be acquired by or for the account of a person that is not a United States person within the meaning of Section 7701(a)(30) of the Code or that is a Benefit Plan, unless an Opinion of Counsel is delivered to the Certificate Registrar to the effect that such transfer to a non-United States person will not cause the Issuer to be (i) subject to an additional United States federal income tax or to be required to withhold tax with respect to such transferee or (ii) treated as engaged in a United States trade or business within the meaning of the Code. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have represented and warranted that such Certificateholder is not (i) a Benefit Plan and is not a Person acting on behalf of a Benefit Plan or a Person using the assets of a Benefit Plan to effect the transfer of such Certificate or (ii) an insurance company purchasing a Certificate with funds contained in an “insurance company general account” (as defined in Section V(e) of PTCE 95-60) that includes the assets of a Benefit Plan for purposes of the Plan Asset RegulationCertificate. Any Person who is not an Affiliate of the Seller and acquires more than 49.9% of the Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no Benefit Plan with respect to which it is a party in interest has or will acquire any interest in the Notes. To the extent permitted under Applicable Law (including ERISA), neither the Owner Trustee nor the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of any Certificate that is in fact not permitted under Applicable Law (including ERISA) or for taking any other action with respect to such Certificate under the provisions of this Agreement so long as such Transfer was registered by the Owner Trustee or the Certificate Registrar in accordance with this Agreement. (c) Upon surrender by a Certificateholder for registration of Transfer of any Certificate at the office or agency of the Certificate Registrar to be maintained as provided in Section 3.08, and upon compliance with any provisions of this Agreement relating to such Transfer, the Owner Trustee shall execute on behalf of the Issuer and the Owner Trustee or the Certificate Registrar shall authenticate and deliver to the Certificateholder making such surrender, in the name of the designated transferee or transferees, one or more new Certificates in any authorized denomination evidencing the same aggregate interest in the Issuer. Each Certificate presented or surrendered for registration of Transfer shall be accompanied by a written instrument of transfer and accompanied by IRS Form X-0XXX, X-0XXX or W-9, and such other documentation as applicablemay be required by the Owner Trustee in order to comply with Applicable Anti-Money Laundering Law, in form satisfactory to the Owner Trustee and the Certificate Registrar, duly executed by the Certificateholder or its attorney duly authorized in writing. Each Certificate presented or surrendered for registration of Transfer shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of Transfer of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer of Certificates. No transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder. (d) All Certificates surrendered for registration of Transfer, if surrendered to the Issuer Issuer, the Certificate Registrar or any agent of the Owner Trustee or the Issuer under this Agreement, shall be delivered to the Owner Trustee or the Certificate Registrar and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee and the Certificate Registrar shall dispose of cancelled Certificates in accordance with its their normal practice. (e) As of the date hereof, the Depositor intends to retain the Certificates. Although there is no present intent to effect any subsequent transfer of the Certificates, in the event that the Depositor did intend to transfer any of the Certificates to a third party, the parties to this Agreement will amend this Agreement as necessary to prevent any application of the Treasury Regulations under Section 385 of the Code (including any subsequent or successor provision) that would result in the recharacterization of any of the Notes as equity.

Registration, Transfer and Exchange of Certificates. (a) The Owner Indenture Trustee initially shall be the registrar (the “Certificate Registrar”) for the purpose of registering Certificates and Transfers of Certificates as herein provided. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and the registration of Transfers of Certificates. Upon any resignation of any Certificate Registrar, the Owner Trustee Trustee, on behalf of the Issuer, shall, upon receipt of written instructions from the Depositor, promptly appoint a successor thereto. No transfer of a Certificate shall be made to any Person unless (i) the Certificate Registrar has received an opinion of Independent counsel that such action will not cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (ii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder. For the avoidance of doubt, any transfer of a Certificate by a Certificateholder (other than the initial Certificateholder) or a transfer of all of the Certificates to an Affiliate also must comply with the foregoing provision. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% Certificate Percentage Interest (or such other amount as the Depositor may determine in order to prevent the Issuer from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% Certificate Percentage Interest). (b) The Certificates may not be acquired by or for the account of a Benefit PlanPerson that is not a United States person within the meaning of Section 7701(a)(30) of the Code, unless an Opinion of Counsel is delivered to the Certificate Registrar to the effect that such transfer to a non-United States person will not cause the Issuer to be (i) subject to an additional United States federal income tax or to be required to withhold tax with respect to such transferee or (ii) treated as engaged in a United States trade or business within the meaning of the Code. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have represented and warranted that such Certificateholder it is not (i) a Benefit Plan or other employee benefit plan or arrangement that is subject to Similar Law and is not a Person acting on behalf of of, or using the assets of, a Benefit Plan or a Person using the assets of a Benefit Plan other employee benefit plan or arrangement that is subject to Similar Law to effect the transfer of such Certificate or (ii) an insurance company purchasing a Certificate with funds contained in an “insurance company general account” (as defined in Section V(e) of PTCE 95-60) that includes the assets of a Benefit Plan for purposes of the Plan Asset RegulationCertificate. Any Person who is not an Affiliate of the Seller and acquires more than 49.9% of the Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no Benefit Plan with respect to which it is a party in interest has or will acquire any interest in the Notes. To the extent permitted under Applicable Law (including ERISA), neither the Owner Trustee nor the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of any Certificate that is in fact not permitted under Applicable Law (including ERISA) or for taking any other action with respect to such Certificate under the provisions of this Agreement so long as such Transfer was registered by the Owner Trustee or the Certificate Registrar in accordance with this Agreement. (c) Upon surrender by a Certificateholder for registration of Transfer of any Certificate at the office or agency of the Certificate Registrar to be maintained as provided in Section 3.08, and upon compliance with any provisions of this Agreement relating to such Transfer, the Owner Trustee shall execute on behalf of the Issuer and the Owner Trustee or the Certificate Registrar shall authenticate and deliver to the Certificateholder making such surrender, in the name of the designated transferee or transferees, one or more new Certificates in any authorized denomination evidencing the same aggregate interest in the IssuerCertificate Percentage Interest. Each Certificate presented or surrendered for registration of Transfer shall be accompanied by a written instrument of transfer and accompanied by IRS Form X-0XXX, X-0XXX or W-9, and such other documentation as applicablemay be required by the Owner Trustee in order to comply with Applicable Anti-Money Laundering Law, in form satisfactory to the Owner Trustee and the Certificate Registrar, duly executed by the Certificateholder or its attorney duly authorized in writing. Each Certificate presented or surrendered for registration of Transfer shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of Transfer of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer of Certificates. No Transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder. (d) All Certificates surrendered for registration of Transfer, if surrendered to the Issuer Issuer, the Certificate Registrar or any agent of the Owner Trustee or the Issuer under this Agreement, shall be delivered to the Owner Trustee or the Certificate Registrar and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee and the Certificate Registrar shall dispose of cancelled Certificates in accordance with its their normal practice. (e) As of the date hereof, the Depositor intends to retain the Certificates. Although there is no present intent to effect any subsequent transfer of the Certificates, in the event that the Depositor did intend to transfer any of the Certificates to a third party, the parties to this Agreement will amend this Agreement as necessary to prevent any application of the Treasury Regulations under Section 385 of the Code (including any subsequent or successor provision) that would result in the recharacterization of any of the Notes as equity.

Registration, Transfer and Exchange of Certificates. (a) The Owner Indenture Trustee initially shall be the registrar (the “Certificate Registrar”) for the purpose of registering Certificates and Transfers of Certificates as herein provided. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and the registration of Transfers of Certificates. Upon any resignation of any Certificate Registrar, the Owner Trustee Trustee, on behalf of the Issuer, shall, upon receipt of written instructions from the Depositor, promptly appoint a successor thereto. No transfer of a Certificate shall be made to any Person unless (i) the Certificate Registrar has received an opinion of Independent counsel that such action will not cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (ii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder. For the avoidance of doubt, any transfer of a Certificate by a Certificateholder other than the initial Certificateholder also must comply with the foregoing provision. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Issuer (or such other amount as the Depositor may determine in order to prevent the Issuer from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Issuer). (b) The Certificates may not be acquired by or for the account of a Benefit PlanPerson that is not a United States person within the meaning of Section 7701(a)(30) of the Code, unless an Opinion of Counsel is delivered to the Certificate Registrar to the effect that such transfer to a non-United States person will not cause the Issuer to be (i) subject to an additional United States federal income tax or to be required to withhold tax with respect to such transferee or (ii) treated as engaged in a United States trade or business within the meaning of the Code. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have represented and warranted that such Certificateholder is not (i) a Benefit Plan or other employee benefit plan or arrangement that is subject to Similar Law and is not a Person acting on behalf of of, or using the assets of, a Benefit Plan or a Person using the assets of a Benefit Plan other employee benefit plan or arrangement that is subject to Similar Law to effect the transfer of such Certificate or (ii) an insurance company purchasing a Certificate with funds contained in an “insurance company general account” (as defined in Section V(e) of PTCE 95-60) that includes the assets of a Benefit Plan for purposes of the Plan Asset RegulationCertificate. Any Person who is not an Affiliate of the Seller and acquires more than 49.9% of the Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no Benefit Plan with respect to which it is a party in interest has or will acquire any interest in the Notes. To the extent permitted under Applicable Law (including ERISA), neither the Owner Trustee nor the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of any Certificate that is in fact not permitted under Applicable Law (including ERISA) or for taking any other action with respect to such Certificate under the provisions of this Agreement so long as such Transfer was registered by the Owner Trustee or the Certificate Registrar in accordance with this Agreement. (c) Upon surrender by a Certificateholder for registration of Transfer of any Certificate at the office or agency of the Certificate Registrar to be maintained as provided in Section 3.08, and upon compliance with any provisions of this Agreement relating to such Transfer, the Owner Trustee shall execute on behalf of the Issuer and the Owner Trustee or the Certificate Registrar shall authenticate and deliver to the Certificateholder making such surrender, in the name of the designated transferee or transferees, one or more new Certificates in any authorized denomination evidencing the same aggregate interest Certificate Percentage Interest in the Issuer. Each Certificate presented or surrendered for registration of Transfer shall be accompanied by a written instrument of transfer and accompanied by IRS Form X-0XXX, X-0XXX or W-9, and such other documentation as applicablemay be required by the Owner Trustee in order to comply with Applicable Anti-Money Laundering Law, in form satisfactory to the Owner Trustee and the Certificate Registrar, duly executed by the Certificateholder or its attorney duly authorized in writing. Each Certificate presented or surrendered for registration of Transfer shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of Transfer of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer of Certificates. No Transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder. (d) All Certificates surrendered for registration of Transfer, if surrendered to the Issuer Issuer, the Certificate Registrar or any agent of the Owner Trustee or the Issuer under this Agreement, shall be delivered to the Owner Trustee or the Certificate Registrar and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee and the Certificate Registrar shall dispose of cancelled Certificates in accordance with its their normal practice. (e) As of the date hereof, the Depositor intends to retain the Certificates. Although there is no present intent to effect any subsequent transfer of the Certificates, in the event that the Depositor did intend to transfer any of the Certificates to a third party, the parties to this Agreement will amend this Agreement as necessary to prevent any application of the Treasury Regulations under Section 385 of the Code (including any subsequent or successor provision) that would result in the recharacterization of any of the Notes as equity.

Registration, Transfer and Exchange of Certificates. (a) The Owner Indenture Trustee initially shall be the registrar (the “Certificate Registrar”) for the purpose of registering Certificates and Transfers of Certificates as herein provided. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and the registration of Transfers of Certificates. Upon any resignation of any Certificate Registrar, the Owner Trustee Trustee, on behalf of the Issuer, shall, upon receipt of written instructions from the Depositor, promptly appoint a successor thereto. No transfer of a Certificate shall be made to any Person unless (i) the Certificate Registrar has received an opinion of Independent counsel that such action will not cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (ii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder. For the avoidance of doubt, any transfer of a Certificate by a Certificateholder other than the initial Certificateholder also must comply with the foregoing provision. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Issuer (or such other amount as the Depositor may determine in order to prevent the Issuer from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Issuer). (b) The Certificates may not be acquired by or for the account of a Benefit PlanPerson that is not a United States person within the meaning of Section 7701(a)(30) of the Code, unless an Opinion of Counsel is delivered to the Certificate Registrar to the effect that such transfer to a non-United States person will not cause the Issuer to be (i) subject to an additional United States federal income tax or to be required to withhold tax with respect to such transferee or (ii) treated as engaged in a United States trade or business within the meaning of the Code. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have represented and warranted that such Certificateholder is not (i) a Benefit Plan or other employee benefit plan or arrangement that is any plan subject to Similar Law and is not a Person acting on behalf of a Benefit Plan or other employee benefit plan or arrangement that is any plan subject to Similar Law or a Person using the assets of a Benefit Plan or other employee benefit plan or arrangement that is any plan subject to Similar Law to effect the transfer of such Certificate or (ii) an insurance company purchasing a Certificate with funds contained in an “insurance company general account” (as defined in Section V(e) of PTCE 95-60) that includes the assets of a Benefit Plan for purposes of the Plan Asset Regulation. Any Person who is not an Affiliate of the Seller and acquires more than 49.9% of the Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no Benefit Plan with respect to which it is a party in interest has or will acquire any interest in the NotesCertificate. To the extent permitted under Applicable Law (including ERISA), neither the Owner Trustee nor the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of any Certificate that is in fact not permitted under Applicable Law (including ERISA) or for taking any other action with respect to such Certificate under the provisions of this Agreement so long as such Transfer was registered by the Owner Trustee or the Certificate Registrar in accordance with this Agreement. (c) Upon surrender by a Certificateholder for registration of Transfer of any Certificate at the office or agency of the Certificate Registrar to be maintained as provided in Section 3.08, and upon compliance with any provisions of this Agreement relating to such Transfer, the Owner Trustee shall execute on behalf of the Issuer and the Owner Trustee or the Certificate Registrar shall authenticate and deliver to the Certificateholder making such surrender, in the name of the designated transferee or transferees, one or more new Certificates in any authorized denomination evidencing the same aggregate interest Certificate Percentage Interest in the Issuer. Each Certificate presented or surrendered for registration of Transfer shall be accompanied by a written instrument of transfer and accompanied by IRS Form X-0XXX, X-0XXX or W-9, and such other documentation as applicablemay be required by the Owner Trustee in order to comply with Applicable Anti-Money Laundering Law, in form satisfactory to the Owner Trustee and the Certificate Registrar, duly executed by the Certificateholder or its attorney duly authorized in writing. Each Certificate presented or surrendered for registration of Transfer shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of Transfer of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer of Certificates. No Transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder. (d) All Certificates surrendered for registration of Transfer, if surrendered to the Issuer Issuer, the Certificate Registrar or any agent of the Owner Trustee or the Issuer under this Agreement, shall be delivered to the Owner Trustee or the Certificate Registrar and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee and the Certificate Registrar shall dispose of cancelled Certificates in accordance with its their normal practice. (e) As of the date hereof, the Depositor intends to retain the Certificates. Although there is no present intent to effect any subsequent transfer of the Certificates, in the event that the Depositor did intend to transfer any of the Certificates to a third party, the parties to this Agreement will amend this Agreement as necessary to prevent any application of the Treasury Regulations under Section 385 of the Code (including any subsequent or successor provision) that would result in the recharacterization of any of the Notes as equity.

Registration, Transfer and Exchange of Certificates. (a) The Owner Trustee initially shall be the registrar (the “"Certificate Registrar”") for the purpose of registering Certificates and Transfers of Certificates as herein provided. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a register (the “"Certificate Register”") in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and the registration of Transfers of Certificates. Upon any resignation of any Certificate Registrar, the Owner Trustee shall, upon receipt of written instructions from the Depositor, promptly appoint a successor thereto. (b) The Certificates may not be acquired by or for the account of a Benefit Plan. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have represented and warranted that such Certificateholder is not (i) a Benefit Plan and is not a Person acting on behalf of a Benefit Plan or a Person using the assets of a Benefit Plan to effect the transfer of such Certificate or (ii) an insurance company purchasing a Certificate with funds contained in an “"insurance company general account” " (as defined in Section V(e) of PTCE 95-60) that includes the assets of a Benefit Plan for purposes of the Plan Asset Regulation. Any Person who is not an Affiliate of the Seller and acquires more than 49.9% of the Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no Benefit Plan with respect to which it is a party in interest has or will acquire any interest in the Notes. To the extent permitted under Applicable Law applicable law (including ERISA), neither the Owner Trustee nor the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of any Certificate that is in fact not permitted under Applicable Law applicable law (including ERISA) or for taking any other action with respect to such Certificate under the provisions of this Agreement so long as such Transfer was registered by the Owner Trustee or the Certificate Registrar in accordance with this Agreement. (c) Upon surrender by a Certificateholder for registration of Transfer of any Certificate at the office or agency of the Certificate Registrar to be maintained as provided in Section 3.08, and upon compliance with any provisions of this Agreement relating to such Transfer, the Owner Trustee shall execute on behalf of the Issuer and the Owner Trustee shall authenticate and deliver to the Certificateholder making such surrender, in the name of the designated transferee or transferees, one or more new Certificates in any authorized denomination evidencing the same aggregate interest in the Issuer. Each Certificate presented or surrendered for registration of Transfer shall be accompanied by a written instrument of transfer and accompanied by IRS Form X-0XXXW-8BEN, X-0XXX W-8ECI or W-9, as applicable, in form satisfactory to the Owner Trustee and Ownxx Xxxxxxx xxx the Certificate Registrar, duly executed by the Certificateholder or its his attorney duly authorized in writing. Each Certificate presented or surrendered for registration of Transfer shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of Transfer of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer of Certificates. (d) All Certificates surrendered for registration of Transfer, if surrendered to the Issuer or any agent of the Owner Trustee or the Issuer under this Agreement, shall be delivered to the Owner Trustee and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee shall dispose of cancelled Certificates in accordance with its normal practice.

Registration, Transfer and Exchange of Certificates. (a) The Owner Indenture Trustee initially shall be the registrar (the “Certificate Registrar”) for the purpose of registering Certificates and Transfers of Certificates as herein provided. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and the registration of Transfers of Certificates. Upon any resignation of any Certificate Registrar, the Owner Trustee shall, upon receipt of written instructions from the Depositor, promptly appoint a successor thereto. (b) The Certificates may not be acquired by or for the account of a Benefit Plan. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have represented and warranted that such Certificateholder is not (i) a Benefit Plan and is not a Person acting on behalf of a Benefit Plan or a Person using the assets of a Benefit Plan to effect the transfer of such Certificate or (ii) an insurance company purchasing a Certificate with funds contained in an “insurance company general account” (as defined in Section V(e) of PTCE 95-60) that includes the assets of a Benefit Plan for purposes of the Plan Asset Regulation. Any Person who is not an Affiliate of the Seller and acquires more than 49.9% of the Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no Benefit Plan with respect to which it is a party in interest has or will acquire any interest in the Notes. To the extent permitted under Applicable Law (including ERISA), neither the Owner Trustee nor the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of any Certificate that is in fact not permitted under Applicable Law (including ERISA) or for taking any other action with respect to such Certificate under the provisions of this Agreement so long as such Transfer was registered by the Owner Trustee or the Certificate Registrar in accordance with this Agreement. (c) Upon surrender by a Certificateholder for registration of Transfer of any Certificate at the office or agency of the Certificate Registrar to be maintained as provided in Section 3.08, and upon compliance with any provisions of this Agreement relating to such Transfer, the Owner Trustee shall execute on behalf of the Issuer and the Owner Trustee or the Certificate Registrar shall authenticate and deliver to the Certificateholder making such surrender, in the name of the designated transferee or transferees, one or more new Certificates in any authorized denomination evidencing the same aggregate interest in the Issuer. Each Certificate presented or surrendered for registration of Transfer shall be accompanied by a written instrument of transfer and accompanied by IRS Form X-0XXX, X-0XXX or W-9, as applicable, in form satisfactory to the Owner Trustee and the Certificate Registrar, duly executed by the Certificateholder or its attorney duly authorized in writing. Each Certificate presented or surrendered for registration of Transfer shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of Transfer of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer of Certificates. (d) All Certificates surrendered for registration of Transfer, if surrendered to the Issuer Issuer, the Certificate Registrar or any agent of the Owner Trustee or the Issuer under this Agreement, shall be delivered to the Owner Trustee or the Certificate Registrar and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee and the Certificate Registrar shall dispose of cancelled Certificates in accordance with its their normal practice. (e) No Transfer of a Certificate to any Person that is not an Affiliate of the Seller shall be permitted unless the transferee provides the Owner Trustee and the Certificate Registrar with an opinion of nationally recognized tax counsel to the effect that such Transfer will not cause the Issuer to be deemed an association or publicly traded partnership taxable as a corporation.

Registration, Transfer and Exchange of Certificates. (a) The Owner Indenture Trustee initially shall be the registrar (the “Certificate Registrar”) for the purpose of registering Certificates and Transfers of Certificates as herein provided. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and the registration of Transfers of Certificates. Upon any resignation of any Certificate Registrar, the Owner Trustee Trustee, on behalf of the Issuer, shall, upon receipt of written instructions from the Depositor, promptly appoint a successor thereto. No transfer of a Certificate shall be made to any Person unless (i) the Certificate Registrar has received an opinion of Independent counsel that such action will not cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (ii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder. For the avoidance of doubt, any transfer of a Certificate by a Certificateholder (other than the initial Certificateholder) or a transfer of all of the Certificates to an Affiliate also must comply with the foregoing provision. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% Certificate Percentage Interest (or such other amount as the Depositor may determine in order to prevent the Issuer from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% Certificate Percentage Interest). (b) The Certificates may not be acquired by or for the account of a Benefit PlanPerson that is not a United States person within the meaning of Section 7701(a)(30) of the Code, unless an Opinion of Counsel is delivered to the Certificate Registrar to the effect that such transfer to a non-United States person will not cause the Issuer to be (i) subject to an additional United States federal income tax or to be required to withhold tax with respect to such transferee or (ii) treated as engaged in a United States trade or business within the meaning of the Code. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have represented and warranted that such Certificateholder it is not (i) a Benefit Plan or other employee benefit plan or arrangement that is subject to Similar Law and is not a Person acting on behalf of of, or using the assets of, a Benefit Plan or a Person using the assets of a Benefit Plan other employee benefit plan or arrangement that is subject to Similar Law to effect the transfer of such Certificate or (ii) an insurance company purchasing a Certificate with funds contained in an “insurance company general account” (as defined in Section V(e) of PTCE 95-60) that includes the assets of a Benefit Plan for purposes of the Plan Asset RegulationCertificate. Any Person who is not an Affiliate of the Seller and acquires more than 49.9% of the Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no Benefit Plan with respect to which it is a party in interest has or will acquire any interest in the Notes. To the extent permitted under Applicable Law (including ERISA), neither the Owner Trustee nor the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of any Certificate that is in fact not permitted under Applicable Law (including ERISA) or for taking any other action with respect to such Certificate under the provisions of this Agreement so long as such Transfer was registered by the Owner Trustee or the Certificate Registrar in accordance with this Agreement. (c) Upon surrender by a Certificateholder for registration of Transfer of any Certificate at the office or agency of the Certificate Registrar to be maintained as provided in Section 3.08, and upon compliance with any provisions of this Agreement relating to such Transfer, the Owner Trustee shall execute on behalf of the Issuer and the Owner Trustee or the Certificate Registrar shall authenticate and deliver to the Certificateholder making such surrender, in the name of the designated transferee or transferees, one or more new Certificates in any authorized denomination evidencing the same aggregate interest in the IssuerCertificate Percentage Interest. Each Certificate presented or surrendered for registration of Transfer shall be accompanied by a written instrument of transfer and accompanied by IRS Form X-0XXX, X-0XXX or W-9, and such other documentation as applicablemay be required by the Owner Trustee in order to comply with Applicable Anti-Money Laundering Law, in form satisfactory to the Owner Trustee and the Certificate Registrar, duly executed by the Certificateholder or its attorney duly authorized in writing. Each Certificate presented or surrendered for registration of Transfer shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of Transfer of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer of Certificates. No Transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder. (d) All Certificates surrendered for registration of Transfer, if surrendered to the Issuer Issuer, the Certificate Registrar or any agent of the Owner Trustee or the Issuer under this Agreement, shall be delivered to the Owner Trustee or the Certificate Registrar and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee and the Certificate Registrar shall dispose of cancelled Certificates in accordance with its their normal practice. (e) As of the date hereof, the Depositor intends to retain the Certificates. Although there is no present intent to effect any subsequent transfer of the Certificates, in the event that the Depositor intends to transfer any of the Certificates to a third party, the parties to this Agreement will amend this Agreement as necessary to prevent any application of the Treasury Regulations under Section 385 of the Code (including any subsequent or successor provision) that would result in the recharacterization of any of the Notes as equity.

Registration, Transfer and Exchange of Certificates. (a) The Owner Indenture Trustee initially shall be the registrar (the “Certificate Registrar”) for the purpose of registering Certificates and Transfers of Certificates as herein provided. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and the registration of Transfers of Certificates. Upon any resignation of any Certificate Registrar, the Owner Trustee Trustee, on behalf of the Issuer, shall, upon receipt of written instructions from the Depositor, promptly appoint a successor thereto. No transfer of a Certificate shall be made to any Person unless (i) the Certificate Registrar has received an opinion of Independent counsel that such action will not cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (ii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder. For the avoidance of doubt, any transfer of a Certificate by a Certificateholder (other than the initial Certificateholder) or a transfer of all of the Certificates to an Affiliate also must comply with the foregoing provision. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% Certificate Percentage Interest (or such other amount as the Depositor may determine in order to prevent the Issuer from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% Certificate Percentage Interest). (b) The Certificates may not be acquired by or for the account of a Benefit PlanPerson that is not a United States person within the meaning of Section 7701(a)(30) of the Code, unless an Opinion of Counsel is delivered to the Certificate Registrar to the effect that such transfer to a non-United States person will not cause the Issuer to be (i) subject to an additional United States federal income tax or to be required to withhold tax with respect to such transferee or (ii) treated as engaged in a United States trade or business within the meaning of the Code. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have represented and warranted that such Certificateholder it is not (i) a Benefit Plan or other employee benefit plan or arrangement that is subject to Similar Law and is not a Person acting on behalf of of, or using the assets of, a Benefit Plan or a Person using the assets of a Benefit Plan other employee benefit plan or arrangement that is subject to Similar Law to effect the transfer of such Certificate or (ii) an insurance company purchasing a Certificate with funds contained in an “insurance company general account” (as defined in Section V(e) of PTCE 95-60) that includes the assets of a Benefit Plan for purposes of the Plan Asset RegulationCertificate. Any Person who is not an Affiliate of the Seller and acquires more than 49.9% of the Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no Benefit Plan with respect to which it is a party in interest has or will acquire any interest in the Notes. To the extent permitted under Applicable Law (including ERISA), neither the Owner Trustee nor the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of any Certificate that is in fact not permitted under Applicable Law (including ERISA) or for taking any other action with respect to such Certificate under the provisions of this Agreement so long as such Transfer was registered by the Owner Trustee or the Certificate Registrar in accordance with this Agreement. (c) Upon surrender by a Certificateholder for registration of Transfer of any Certificate at the office or agency of the Certificate Registrar to be maintained as provided in Section 3.08, and upon compliance with any provisions of this Agreement relating to such Transfer, the Owner Trustee shall execute on behalf of the Issuer and the Owner Trustee or the Certificate Registrar shall authenticate and deliver to the Certificateholder making such surrender, in the name of the designated transferee or transferees, one or more new Certificates in any authorized denomination evidencing the same aggregate interest in the IssuerCertificate Percentage Interest. Each Certificate presented or surrendered for registration of Transfer shall be accompanied by a written instrument of transfer and accompanied by IRS Form X-0XXX, X-0XXX or W-9, and such other documentation as applicablemay be required by the Owner Trustee in order to comply with Applicable Anti-Money Laundering Law, in form satisfactory to the Owner Trustee and the Certificate Registrar, duly executed by the Certificateholder or its attorney duly authorized in writing. Each Certificate presented or surrendered for registration of Transfer shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of Transfer of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer of Certificates. No Transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder. (d) All Certificates surrendered for registration of Transfer, if surrendered to the Issuer Issuer, the Certificate Registrar or any agent of the Owner Trustee or the Issuer under this Agreement, shall be delivered to the Owner Trustee or the Certificate Registrar and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee and the Certificate Registrar shall dispose of cancelled Certificates in accordance with its their normal practice. (e) As of the date hereof, the Depositor intends to retain the Certificates. Although there is no present intent to effect any subsequent transfer of the Certificates, in the event that the Depositor intends to transfer any of the Certificates to a third party, the parties to this Agreement will amend this Agreement as necessary to prevent any application of the Treasury Regulations under Section 385 of the Code (including any subsequent or successor provision) that would result in the recharacterization of any of the Notes as equity.

Registration, Transfer and Exchange of Certificates. (a) The Owner Trustee initially shall be the registrar (the “"Certificate Registrar”") for the purpose of registering Certificates and Transfers of Certificates as herein provided. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a register (the “"Certificate Register”") in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and the registration of Transfers of Certificates. Upon any resignation of any Certificate Registrar, the Owner Trustee shall, upon receipt of written instructions from the Depositor, promptly appoint a successor thereto. (b) The Certificates may not be acquired by or for the account of a Benefit Plan. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have represented and warranted that such Certificateholder is not (i) a Benefit Plan and is not a Person acting on behalf of a Benefit Plan or a Person using the assets of a Benefit Plan to effect the transfer of such Certificate or (ii) an insurance company purchasing a Certificate with funds contained in an “"insurance company general account” " (as defined in Section V(e) of PTCE 95-60) that includes the assets of a Benefit Plan for purposes of the Plan Asset Regulation. Any Person who is not an Affiliate of the Seller and acquires more than 49.9% of the Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no Benefit Plan with respect to which it is a party in interest has or will acquire any interest in the Notes. To the extent permitted under Applicable Law applicable law (including ERISA), neither the Owner Trustee nor the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of any Certificate that is in fact not permitted under Applicable Law applicable law (including ERISA) or for taking any other action with respect to such Certificate under the provisions of this Agreement so long as such Transfer was registered by the Owner Trustee or the Certificate Registrar in accordance with this Agreement. (c) Upon surrender by a Certificateholder for registration of Transfer of any Certificate at the office or agency of the Certificate Registrar to be maintained as provided in Section 3.08, and upon compliance with any provisions of this Agreement relating to such Transfer, the Owner Trustee shall execute on behalf of the Issuer and the Owner Trustee shall authenticate and deliver to the Certificateholder making such surrender, in the name of the designated transferee or transferees, one or more new Certificates in any authorized denomination evidencing the same aggregate interest in the Issuer. Each Certificate presented or surrendered for registration of Transfer shall be accompanied by a written instrument of transfer and accompanied by IRS Form X-0XXXW-8BEN, X-0XXX W-8ECI or W-9, as applicable, in form satisfactory to the Owner Trustee and Ownex Xxxxxxx xxx the Certificate Registrar, duly executed by the Certificateholder or its his attorney duly authorized in writing. Each Certificate presented or surrendered for registration of Transfer shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of Transfer of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer of Certificates. (d) All Certificates surrendered for registration of Transfer, if surrendered to the Issuer or any agent of the Owner Trustee or the Issuer under this Agreement, shall be delivered to the Owner Trustee and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee shall dispose of cancelled Certificates in accordance with its normal practice.

Registration, Transfer and Exchange of Certificates. (a) The Owner Indenture Trustee initially shall be the registrar (the “Certificate Registrar”) for the purpose of registering Certificates and Transfers of Certificates as herein provided. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and the registration of Transfers of Certificates. Upon any resignation of any Certificate Registrar, the Owner Trustee Trustee, on behalf of the Issuer, shall, upon receipt of written instructions from the Depositor, promptly appoint a successor thereto. No Transfer of a Certificate shall be made to any Person unless (i) the Certificate Registrar has received an opinion of Independent counsel that such action will not cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (ii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder. For the avoidance of doubt, any transfer of a Certificate by a Certificateholder other than the initial Certificateholder also must comply with the foregoing provision. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Issuer (or such other amount as the Depositor may determine in order to prevent the Issuer from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Issuer). (b) The Certificates may not be acquired by or for the account of a Person that is not a United States person within the meaning of Section 7701(a)(30) of the Code or that is a Benefit Plan, unless an Opinion of Counsel is delivered to the Certificate Registrar to the effect that such transfer to a non-United States person will not cause the Issuer to be (i) subject to an additional United States federal income tax or to be required to withhold tax with respect to such transferee or (ii) treated as engaged in a United States trade or business within the meaning of the Code. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have represented and warranted that such Certificateholder is not (i) a Benefit Plan and is not a Person acting on behalf of a Benefit Plan or a Person using the assets of a Benefit Plan to effect the transfer of such Certificate or (ii) an insurance company purchasing a Certificate with funds contained in an “insurance company general account” (as defined in Section V(e) of PTCE 95-60) that includes the assets of a Benefit Plan for purposes of the Plan Asset RegulationCertificate. Any Person who is not an Affiliate of the Seller and acquires more than 49.9% of the Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no Benefit Plan with respect to which it is a party in interest has or will acquire any interest in the Notes. To the extent permitted under Applicable Law (including ERISA), neither the Owner Trustee nor the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of any Certificate that is in fact not permitted under Applicable Law (including ERISA) or for taking any other action with respect to such Certificate under the provisions of this Agreement so long as such Transfer was registered by the Owner Trustee or the Certificate Registrar in accordance with this Agreement. (c) Upon surrender by a Certificateholder for registration of Transfer of any Certificate at the office or agency of the Certificate Registrar to be maintained as provided in Section 3.08, and upon compliance with any provisions of this Agreement relating to such Transfer, the Owner Trustee shall execute on behalf of the Issuer and the Owner Trustee or the Certificate Registrar shall authenticate and deliver to the Certificateholder making such surrender, in the name of the designated transferee or transferees, one or more new Certificates in any authorized denomination evidencing the same aggregate interest Certificate Percentage Interest in the Issuer. Each Certificate presented or surrendered for registration of Transfer shall be accompanied by a written instrument of transfer and accompanied by IRS Form X-0XXX, X-0XXX or W-9, and such other documentation as applicablemay be required by the Owner Trustee in order to comply with Applicable Anti-Money Laundering Law, in form satisfactory to the Owner Trustee and the Certificate Registrar, duly executed by the Certificateholder or its attorney duly authorized in writing. Each Certificate presented or surrendered for registration of Transfer shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of Transfer of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer of Certificates. No Transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder. (d) All Certificates surrendered for registration of Transfer, if surrendered to the Issuer Issuer, the Certificate Registrar or any agent of the Owner Trustee or the Issuer under this Agreement, shall be delivered to the Owner Trustee or the Certificate Registrar and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee and the Certificate Registrar shall dispose of cancelled Certificates in accordance with its their normal practice. (e) As of the date hereof, the Depositor intends to retain the Certificates. Although there is no present intent to effect any subsequent transfer of the Certificates, in the event that the Depositor did intend to transfer any of the Certificates to a third party, the parties to this Agreement will amend this Agreement as necessary to prevent any application of the Treasury Regulations under Section 385 of the Code (including any subsequent or successor provision) that would result in the recharacterization of any of the Notes as equity.

Registration, Transfer and Exchange of Certificates. (a) The Owner Trustee initially shall be the registrar (the “"Certificate Registrar”") for the purpose of registering Certificates and Transfers of Certificates as herein provided. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a register (the “"Certificate Register”") in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and the registration of Transfers of Certificates. Upon any resignation of any Certificate Registrar, the Owner Trustee shall, upon receipt of written instructions from the Depositor, promptly appoint a successor thereto. (b) The Certificates may not be acquired by or for the account of a Benefit Plan. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have represented and warranted that such Certificateholder is not (i) a Benefit Plan and is not a Person acting on behalf of a Benefit Plan or a Person using the assets of a Benefit Plan to effect the transfer of such Certificate or (ii) an insurance company purchasing a Certificate with funds contained in an “"insurance company general account” " (as defined in Section V(e) of PTCE 95-60) that includes the assets of a Benefit Plan for purposes of the Plan Asset Regulation. Any Person who is not an Affiliate of the Seller and acquires more than 49.9% of the Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no Benefit Plan with respect to which it is a party in interest has or will acquire any interest in the Notes. To the extent permitted under Applicable Law applicable law (including ERISA), neither the Owner Trustee nor the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of any Certificate that is in fact not permitted under Applicable Law applicable law (including ERISA) or for taking any other action with respect to such Certificate under the provisions of this Agreement so long as such Transfer was registered by the Owner Trustee or the Certificate Registrar in accordance with this Agreement. (c) Upon surrender by a Certificateholder for registration of Transfer of any Certificate at the office or agency of the Certificate Registrar to be maintained as provided in Section 3.08, and upon compliance with any provisions of this Agreement relating to such Transfer, the Owner Trustee shall execute on behalf of the Issuer and the Owner Trustee shall authenticate and deliver to the Certificateholder making such surrender, in the name of the designated transferee or transferees, one or more new Certificates in any authorized denomination evidencing the same aggregate interest in the Issuer. Each Certificate presented or surrendered for registration of Transfer shall be accompanied by a written instrument of transfer and accompanied by IRS Form X-0XXXW-8BEN, X-0XXX W-8ECI or W-9, as applicable, in form satisfactory to the Owner Trustee Xxxxx Xxxxxxx and the Certificate Registrar, duly executed by the Certificateholder or its his attorney duly authorized in writing. Each Certificate presented or surrendered for registration of Transfer shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of Transfer of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer of Certificates. (d) All Certificates surrendered for registration of Transfer, if surrendered to the Issuer or any agent of the Owner Trustee or the Issuer under this Agreement, shall be delivered to the Owner Trustee and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee shall dispose of cancelled Certificates in accordance with its normal practice.

Registration, Transfer and Exchange of Certificates. (a) The Owner Indenture Trustee initially shall be the registrar (the “Certificate Registrar”) for the purpose of registering Certificates and Transfers of Certificates as herein provided. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and the registration of Transfers of Certificates. Upon any resignation of any Certificate Registrar, the Owner Trustee Trustee, on behalf of the Issuer, shall, upon receipt of written instructions from the Depositor, promptly appoint a successor thereto. No transfer of a Certificate shall be made to any Person unless (i) the Certificate Registrar has received an opinion of Independent counsel that such action will not cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (ii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder. For the avoidance of doubt, any transfer of a Certificate by a Certificateholder other than the initial Certificateholder also must comply with the foregoing provision. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Issuer (or such other amount as the Depositor may determine in order to prevent the Issuer from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Issuer). (b) The Certificates may not be acquired by or for the account of a Person that is not a United States person within the meaning of Section 7701(a)(30) of the Code or that is a Benefit Plan, unless an Opinion of Counsel is delivered to the Certificate Registrar to the effect that such transfer to a non-United States person will not cause the Issuer to be (i) subject to an additional United States federal income tax or to be required to withhold tax with respect to such transferee or (ii) treated as engaged in a United States trade or business within the meaning of the Code. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have represented and warranted that such Certificateholder is not (i) a Benefit Plan and is not a Person acting on behalf of a Benefit Plan or a Person using the assets of a Benefit Plan to effect the transfer of such Certificate or (ii) an insurance company purchasing a Certificate with funds contained in an “insurance company general account” (as defined in Section V(e) of PTCE 95-60) that includes the assets of a Benefit Plan for purposes of the Plan Asset RegulationCertificate. Any Person who is not an Affiliate of the Seller and acquires more than 49.9% of the Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no Benefit Plan with respect to which it is a party in interest has or will acquire any interest in the Notes. To the extent permitted under Applicable Law (including ERISA), neither the Owner Trustee nor the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of any Certificate that is in fact not permitted under Applicable Law (including ERISA) or for taking any other action with respect to such Certificate under the provisions of this Agreement so long as such Transfer was registered by the Owner Trustee or the Certificate Registrar in accordance with this Agreement. (c) Upon surrender by a Certificateholder for registration of Transfer of any Certificate at the office or agency of the Certificate Registrar to be maintained as provided in Section 3.08, and upon compliance with any provisions of this Agreement relating to such Transfer, the Owner Trustee shall execute on behalf of the Issuer and the Owner Trustee or the Certificate Registrar shall authenticate and deliver to the Certificateholder making such surrender, in the name of the designated transferee or transferees, one or more new Certificates in any authorized denomination evidencing the same aggregate interest Certificate Percentage Interest in the Issuer. Each Certificate presented or surrendered for registration of Transfer shall be accompanied by a written instrument of transfer and accompanied by IRS Form X-0XXX, X-0XXX or W-9, and such other documentation as applicablemay be required by the Owner Trustee in order to comply with Applicable Anti-Money Laundering Law, in form satisfactory to the Owner Trustee and the Certificate Registrar, duly executed by the Certificateholder or its attorney duly authorized in writing. Each Certificate presented or surrendered for registration of Transfer shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of Transfer of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer of Certificates. No Transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder. (d) All Certificates surrendered for registration of Transfer, if surrendered to the Issuer Issuer, the Certificate Registrar or any agent of the Owner Trustee or the Issuer under this Agreement, shall be delivered to the Owner Trustee or the Certificate Registrar and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee and the Certificate Registrar shall dispose of cancelled Certificates in accordance with its their normal practice. (e) As of the date hereof, the Depositor intends to retain the Certificates. Although there is no present intent to effect any subsequent transfer of the Certificates, in the event that the Depositor did intend to transfer any of the Certificates to a third party, the parties to this Agreement will amend this Agreement as necessary to prevent any application of the Treasury Regulations under Section 385 of the Code (including any subsequent or successor provision) that would result in the recharacterization of any of the Notes as equity.

Registration, Transfer and Exchange of Certificates. (a) The Owner Trustee initially shall be the registrar (the “"Certificate Registrar”") for the purpose of registering Certificates and Transfers of Certificates as herein provided. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a register (the “"Certificate Register”") in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and the registration of Transfers of Certificates. Upon any resignation of any Certificate Registrar, the Owner Trustee shall, upon receipt of written instructions from the Depositor, promptly appoint a successor thereto. (b) The Certificates may not be acquired by or for the account of a Benefit Plan. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have represented and warranted that such Certificateholder is not (i) a Benefit Plan and is not a Person acting on behalf of a Benefit Plan or a Person using the assets of a Benefit Plan to effect the transfer of such Certificate or (ii) an insurance company purchasing a Certificate with funds contained in an “"insurance company general account” " (as defined in Section V(e) of PTCE 95-60) that includes the assets of a Benefit Plan for purposes of the Plan Asset Regulation. Any Person person who is not an Affiliate of the Seller and acquires more than 49.9% of the Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no Benefit Plan with respect to which it is a party in interest has or will acquire any interest in the Notes. To the extent permitted under Applicable Law applicable law (including ERISA), neither the Owner Trustee nor the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of any Certificate that is in fact not permitted under Applicable Law applicable law (including ERISA) or for taking any other action with respect to such Certificate under the provisions of this Agreement so long as such Transfer was registered by the Owner Trustee or the Certificate Registrar in accordance with this Agreement. (c) Upon surrender by a Certificateholder for registration of Transfer of any Certificate at the office or agency of the Certificate Registrar to be maintained as provided in Section 3.08, and upon compliance with any provisions of this Agreement relating to such Transfer, the Owner Trustee shall execute on behalf of the Issuer and the Owner Trustee shall authenticate and deliver to the Certificateholder making such surrender, in the name of the designated transferee or transferees, one or more new Certificates in any authorized denomination evidencing the same aggregate interest in the Issuer. Each Certificate presented or surrendered for registration of Transfer shall be accompanied by a written instrument of transfer and accompanied by IRS Form X-0XXXW-8BEN, X-0XXX W-8ECI or W-9, as applicable, in form satisfactory to the Owner Trustee and Ownxx Xxxxxxx xxx the Certificate Registrar, duly executed by the Certificateholder or its his attorney duly authorized in writing. Each Certificate presented or surrendered for registration of Transfer shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of Transfer of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer of Certificates. (d) All Certificates surrendered for registration of Transfer, if surrendered to the Issuer or any agent of the Owner Trustee or the Issuer under this Agreement, shall be delivered to the Owner Trustee and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee shall dispose of cancelled Certificates in accordance with its normal practice.

Registration, Transfer and Exchange of Certificates. (a) The Owner Indenture Trustee initially shall be the registrar (the “Certificate Registrar”) for the purpose of registering Certificates and Transfers of Certificates as herein provided. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and the registration of Transfers of Certificates. Upon any resignation of any Certificate Registrar, the Owner Trustee Trustee, on behalf of the Issuer, shall, upon receipt of written instructions from the Depositor, promptly appoint a successor thereto. No transfer of a Certificate shall be made to any Person unless (i) the Certificate Registrar has received an opinion of Independent counsel that such action will not cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation for United States federal income tax purposes and (ii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder. For the avoidance of doubt, any transfer of a Certificate by a Certificateholder other than the initial Certificateholder or a transfer of all of the Certificates to an Affiliate, also must comply with the foregoing provision. No Certificate (other than the Certificates issued to and held by the Depositor) may be subdivided upon transfer or exchange in a manner such that the resulting Certificate represents less than a 2.00% fractional undivided interest in the Issuer (or such other amount as the Depositor may determine in order to prevent the Issuer from being treated as a “publicly traded partnership” under Section 7704 of the Code, but in no event less than a 1.00% fractional undivided interest in the Issuer). (b) The Certificates may not be acquired by or for the account of a Benefit PlanPerson that is not a United States person within the meaning of Section 7701(a)(30) of the Code, unless an Opinion of Counsel is delivered to the Certificate Registrar to the effect that such transfer to a non-United States person will not cause the Issuer to be (i) subject to an additional United States federal income tax or to be required to withhold tax with respect to such transferee or (ii) treated as engaged in a United States trade or business within the meaning of the Code. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have represented and warranted that such Certificateholder is not (i) a Benefit Plan or other employee benefit plan or arrangement that is subject to Similar Law and is not a Person acting on behalf of of, or using the assets of, a Benefit Plan or a Person using the assets of a Benefit Plan other employee benefit plan or arrangement that is subject to Similar Law to effect the transfer of such Certificate or (ii) an insurance company purchasing a Certificate with funds contained in an “insurance company general account” (as defined in Section V(e) of PTCE 95-60) that includes the assets of a Benefit Plan for purposes of the Plan Asset RegulationCertificate. Any Person who is not an Affiliate of the Seller and acquires more than 49.9% of the Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no Benefit Plan with respect to which it is a party in interest has or will acquire any interest in the Notes. To the extent permitted under Applicable Law (including ERISA), neither the Owner Trustee nor the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of any Certificate that is in fact not permitted under Applicable Law (including ERISA) or for taking any other action with respect to such Certificate under the provisions of this Agreement so long as such Transfer was registered by the Owner Trustee or the Certificate Registrar in accordance with this Agreement. (c) Upon surrender by a Certificateholder for registration of Transfer of any Certificate at the office or agency of the Certificate Registrar to be maintained as provided in Section 3.08, and upon compliance with any provisions of this Agreement relating to such Transfer, the Owner Trustee shall execute on behalf of the Issuer and the Owner Trustee or the Certificate Registrar shall authenticate and deliver to the Certificateholder making such surrender, in the name of the designated transferee or transferees, one or more new Certificates in any authorized denomination evidencing the same aggregate interest Certificate Percentage Interest in the Issuer. Each Certificate presented or surrendered for registration of Transfer shall be accompanied by a written instrument of transfer and accompanied by IRS Form X-0XXX, X-0XXX or W-9, and such other documentation as applicablemay be required by the Owner Trustee in order to comply with Applicable Anti-Money Laundering Law, in form satisfactory to the Owner Trustee and the Certificate Registrar, duly executed by the Certificateholder or its attorney duly authorized in writing. Each Certificate presented or surrendered for registration of Transfer shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of Transfer of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer of Certificates. No Transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder. (d) All Certificates surrendered for registration of Transfer, if surrendered to the Issuer Issuer, the Certificate Registrar or any agent of the Owner Trustee or the Issuer under this Agreement, shall be delivered to the Owner Trustee or the Certificate Registrar and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee and the Certificate Registrar shall dispose of cancelled Certificates in accordance with its their normal practice. (e) As of the date hereof, the Depositor intends to retain the Certificates. Although there is no present intent to effect any subsequent transfer of the Certificates, in the event that the Depositor did intend to transfer any of the Certificates to a third party, the parties to this Agreement will amend this Agreement as necessary to prevent any application of the Treasury Regulations under Section 385 of the Code (including any subsequent or successor provision) that would result in the recharacterization of any of the Notes as equity.

Registration, Transfer and Exchange of Certificates. (a) The Owner Trustee initially shall be the registrar (the “"Certificate Registrar”") for the purpose of registering Certificates and Transfers of Certificates as herein provided. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a register (the “"Certificate Register”") in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and the registration of Transfers of Certificates. Upon any resignation of any Certificate Registrar, the Owner Trustee shall, upon receipt of written instructions from the Depositor, promptly appoint a successor thereto. (b) The Certificates may not be acquired by or for the account of a Benefit Plan. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have represented and warranted that such Certificateholder is not (i) a Benefit Plan and is not a Person acting on behalf of a Benefit Plan or a Person using the assets of a Benefit Plan to effect the transfer of such Certificate or (ii) an insurance company purchasing a Certificate with funds contained in an “"insurance company general account” " (as defined in Section V(e) of PTCE 95-60) that includes the assets of a Benefit Plan for purposes of the Plan Asset Regulation. Any Person who is not an Affiliate of the Seller and acquires more than 49.9% of the Certificates will be deemed to represent that it is not a party in interest (within the meaning of ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the Code) with respect to any Benefit Plan, other than a Benefit Plan that it sponsors for the benefit of its employees, and that no Benefit Plan with respect to which it is a party in interest has or will acquire any interest in the Notes. To the extent permitted under Applicable Law applicable law (including ERISA), neither the Owner Trustee nor the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of any Certificate that is in fact not permitted under Applicable Law applicable law (including ERISA) or for taking any other action with respect to such Certificate under the provisions of this Agreement so long as such Transfer was registered by the Owner Trustee or the Certificate Registrar in accordance with this Agreement. (c) Upon surrender by a Certificateholder for registration of Transfer of any Certificate at the office or agency of the Certificate Registrar to be maintained as provided in Section 3.08, and upon compliance with any provisions of this Agreement relating to such Transfer, the Owner Trustee shall execute on behalf of the Issuer and the Owner Trustee shall authenticate and deliver to the Certificateholder making such surrender, in the name of the designated transferee or transferees, one or more new Certificates in any authorized denomination evidencing the same aggregate interest in the Issuer. Each Certificate presented or surrendered for registration of Transfer shall be accompanied by a written instrument of transfer and accompanied by IRS Form X-0XXXW-8BEN, X-0XXX W-8ECI or W-9, as applicableapplicaxxx, in form satisfactory xx xxxx xatisfactory to the Owner Trustee and the Certificate Registrar, duly executed by the Certificateholder or its his attorney duly authorized in writing. Each Certificate presented or surrendered for registration of Transfer shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of Transfer of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any Transfer of Certificates. (d) All Certificates surrendered for registration of Transfer, if surrendered to the Issuer or any agent of the Owner Trustee or the Issuer under this Agreement, shall be delivered to the Owner Trustee and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee shall dispose of cancelled Certificates in accordance with its normal practice.