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

Registration, Transfer and Exchange of Certificates. (a) The Issuer shall maintain at the 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 of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any Person) for the purpose of any exercise thereof or any distribution to the holder(s) thereof and for all other purposes, and the Issuer shall not be affected by any notice to the contrary. (b) Subject to Section 13 hereof, the Issuer shall register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant 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. Upon any such registration of transfer, new Warrant Certificate(s) evidencing such transferred Warrants shall be issued to 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 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 Warrants. (c) Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Issuer at the Warrant Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled. (d) No charge shall be made for any such transfer or exchange except for any tax or other governmental charge imposed in connection therewith. 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.

Registration, Transfer and Exchange of Certificates. (a) The Issuer Trustee shall maintain keep or cause to be kept at the Warrant Corporate Trust Office books (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 of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any Person“Certificate Register”) for the purpose registration, transfer and exchange of Certificates (the Trustee, in such capacity, being the “Certificate Registrar”). The names and addresses of all Certificateholders and the names and addresses of the transferees of any exercise Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of the individual participants holding beneficial interests in the Trust Fund through the Depository. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof or any distribution to the holder(s) thereof and for all other purposes, purposes of this Agreement and the Issuer Certificate Registrar, the Master 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 the applicable requirements of this Section 5.02. Upon request of the Trustee, the Certificate Registrar shall provide the Trustee with the names, addresses and Percentage Interests of the Holders. The Depositor, the Trustee (if it is no longer the Certificate Registrar), the Master Servicer and the Special Servicer shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. (b) Subject to Section 13 hereof, the Issuer shall register the Upon surrender for registration of transfer of any outstanding Warrants Individual Certificate, subject to the applicable requirements of this Section 5.02, the Trustee shall execute and the Authenticating Agent shall duly authenticate in the Warrant Register upon surrender name of the Warrant Certificate(s) evidencing such warrants designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Individual Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled and subsequently destroyed by the Certificate Registrar. Each new Certificate issued pursuant to this Section 5.02 shall be registered in the name of any Person as the transferring Holder may request, subject to the Issuer at the Warrant Office, accompanied (if so required by it) by a written instrument or instruments applicable provisions of transfer in form satisfactory to it, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof. Upon any such registration of transfer, new Warrant Certificate(s) evidencing such transferred Warrants shall be issued to 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 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 Warrantsthis Section 5.02. (c) Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Issuer at the Warrant Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled. (d) No charge shall be made for any such transfer or exchange except for any tax or other governmental charge imposed in connection therewith. 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.

Registration, Transfer and Exchange of Certificates. (a) The Issuer At all times during the term of this Agreement, there shall maintain be maintained at the Warrant Office office of the Warrant Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar (located as of the Closing Date at the Corporate Trust Office), shall provide for the registration of the Warrants and Warrant Certificates and of transfers thereof. On the date hereof the Issuer shall register the outstanding Warrants and Warrant exchanges of Certificates in the name of the Warrant Holderas herein provided. The Issuer may deem Certificate Register shall contain the aggregate holdings of Certificates represented by each Regulation S Global Certificate and treat each Domestic Global Certificate. The Trustee is hereby initially appointed (and hereby agrees to act in accordance with the registered holder(sterms hereof) of the Warrant Certificates as the absolute owner(s) thereof and of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any Person) Certificate Registrar for the purpose of any exercise thereof or any distribution registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the holder(s) thereof and for all other purposesDepositor, the Trustee, the Special Servicer and the Issuer Master Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe; provided that the predecessor Certificate Registrar shall not be affected relieved of any of its duties or responsibilities hereunder by any notice reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee (if it is no longer the Certificate Registrar), the Master Servicer and the Special Servicer shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the contraryinformation set forth in the Certificate Register. Upon written request of any Certificateholder made for purposes of communicating with other Certificateholders with respect to their rights under this Agreement, the Certificate Registrar shall promptly furnish such Certificateholder with a list of the other Certificateholders of record identified in the Certificate Register at the time of the request. (b) Subject No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to Section 13 hereofan effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Issuer Initial Purchasers or their respective Affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 hereto, and a certificate from such Certificateholder’s prospective transferee substantially in the form attached as either Exhibit F-2 hereto, Exhibit F-3 hereto, Exhibit F-4 hereto, Exhibit F-5 hereto or Exhibit F-6 hereto; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based. None of the Depositor, the Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of any outstanding Warrants Non-Registered Certificate without registration or qualification. Any Holder of a Non-Registered Certificate desiring to effect such a transfer shall, and upon acquisition of such a Certificate shall be deemed to have agreed to, indemnify the Trustee, the Certificate Registrar and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. In connection with transfer of the Non-Registered Certificates, the Depositor shall furnish upon request of a Certificateholder or Certificate Owner to such Holder or Certificate Owner and any prospective purchaser designated by such Certificateholder or Certificate Owner the information required to be delivered under paragraph (d)(4) of Rule 144A of the Securities Act. Notwithstanding the foregoing, for so long as any Non-Registered Certificate is a Book-Entry Certificate, (a) each prospective transferor of such Certificate shall be deemed to have represented to the Trustee, the Depositor and the transferee of such Certificate the information set forth on Exhibit F-1 upon or prior to such transfer and (b) each prospective transferee of such Certificate shall be deemed to have represented to the Trustee, the Depositor and the transferor of such Certificate the information set forth on Exhibit F-2, Exhibit F-3, Exhibit F-4, Exhibit F-5 or Exhibit F-6, as applicable, upon or prior to such transfer. In addition, if such prospective transferee is an Institutional Accredited Investor (but not also a Qualified Institutional Buyer), such prospective transferee shall be deemed to have acknowledged that any beneficial interest in a Book-Entry Certificate that is transferred to it is required to be delivered in the Warrant Register upon surrender form of the Warrant Certificate(s) evidencing a Definitive Certificate and shall cease to be an interest in such warrants to the Issuer at the Warrant OfficeBook-Entry Certificate and, accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to itthereafter, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof. Upon any such registration of transfer, new Warrant Certificate(s) evidencing such transferred Warrants shall be issued subject to the transferee(s) all transfer restrictions and the surrendered Warrant Certificate(s) shall be canceled. If less than all the Warrants evidenced by Warrant Certificate(s) surrendered for transfer are other procedures applicable to be transferred, new Warrant Certificate(s) shall be issued to the holder surrendering such Warrant Certificate(s) evidencing such remaining number of WarrantsCertificates in definitive form. (c) Warrant Certificates may be exchanged at the option No transfer of the holder(s) thereof, when surrendered to the Issuer at the Warrant Office, for another Warrant a Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled. (d) No charge any interest therein shall be made for to any such transfer “employee benefit plan” subject to Title I of ERISA, any “plan” subject to Section 4975 of the Code or exchange except for any tax other retirement plan or other governmental charge imposed employee benefit plan or arrangement subject to applicable federal, state or local law (“Similar Law”) materially similar to the foregoing provisions of ERISA or the Code, or any entity deemed to hold plan assets of the foregoing by reason of such a plan’s investment in connection therewith. Except such entity (each, a “Plan”) unless (A) in the case of a Certificate other than a Residual Certificate or a Class Z Certificate, the transferee is an insurance company general account which is eligible for, and satisfies all the requirements of, exemptive relief under Sections I and III of Department of Labor Prohibited Transaction Class Exemption 95-60 (“PTE 95-60”) or (B) in the case of a Certificate other than an ERISA Restricted Certificate, a Residual Certificate or a Class Z Certificate, the transferee (1) qualifies as provided an accredited investor as defined in Section 13(bRule 501(a)(1) hereof, each Warrant Certificate issued upon transfer or exchange shall bear of Regulation D under the legend set forth in Section 13(b) hereof if the Warrant Certificate presented for transfer or exchange bore such legend.Securities Act

Registration, Transfer and Exchange of Certificates. The Indenture Trustee agrees with the Borrower that the Indenture Trustee shall keep a register (aherein sometimes referred to as the “Certificate Register”) The Issuer in which provision shall maintain at be made for the Warrant Office registration of Certificates and the Warrant Register registration of transfers of Certificates. Prior to the due presentment for registration of the Warrants transfer of any Certificate, the Borrower and Warrant the Indenture Trustee shall deem and treat the person in whose name such Certificate is registered on the Certificate Register as the absolute owner of such Certificate, and the Certificate Holder for the purpose of receiving payment of all amounts payable with respect to such Certificate, and for all other purposes whether or not such Certificate is overdue, and neither the Borrower nor the Indenture Trustee shall be affected by notice to the contrary. The Certificate Register shall be kept at the Corporate Trust Office of the Indenture Trustee or at the office of any successor indenture trustee, and the Indenture Trustee is hereby appointed “Certificate Registrar” for the purpose of registering Certificates and transfers thereofof Certificates as herein provided. On Subject to the date hereof satisfaction of the Issuer conditions specified in Section 8(g) of the Loan Agreement, upon surrender for registration of transfer of any Certificate at the Corporate Trust Office, the Borrower shall register execute, and the outstanding Warrants Indenture Trustee shall authenticate and Warrant Certificates deliver, in the name of the Warrant Holderdesignated transferee or transferees, one or more new Certificates of a like aggregate principal amount. The Issuer may deem and treat At the registered holder(s) option of the Warrant Certificate Holder, its Certificates as the absolute owner(s) thereof and of the Warrants represented thereby (notwithstanding any notation of ownership or may be exchanged for other writing on the Warrant Certificates made by any Person) for the purpose of any exercise thereof or any distribution to the holder(s) thereof and for all other purposesauthorized denominations, and the Issuer shall not be affected by any notice to the contrary. (b) Subject to Section 13 hereofof a like aggregate principal amount, the Issuer shall register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant Certificate(s) evidencing such warrants Certificates 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. Upon any such registration of transfer, new Warrant Certificate(s) evidencing such transferred Warrants shall be issued to 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 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 Warrants. (c) Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Issuer at the Warrant Corporate Trust Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled. (d) No charge shall be made for any such transfer or exchange except for any tax or other governmental charge imposed in connection therewith. Except as provided in Section 13(b) hereof, each Warrant Each new Certificate issued upon transfer or exchange shall bear be in a principal amount of at least [***] (except as may be necessary to evidence the legend set forth in Section 13(bentire outstanding principal amount of a Certificate) hereof if and dated the Warrant Closing Date. Whenever any Certificates are so surrendered for exchange, the Borrower shall execute, and the Indenture Trustee shall authenticate and deliver, the Certificates which the Certificate presented for Holder making the exchange is entitled to receive. All Certificates issued upon any registration of transfer or exchange bore of Certificates shall be the valid obligations of the Borrower evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Certificates surrendered upon such legendregistration of transfer or exchange. Every Certificate presented or surrendered for registration of transfer or exchange, shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by the Certificate Holder thereof or his attorney duly authorized in writing, and the Indenture Trustee may require evidence reasonably satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state. The Indenture Trustee shall make a notation on each new Certificate or Certificates of the amount of all payments of principal previously made on the old Certificate or Certificates with respect to which such new Certificate is issued and the date to which interest accrued on such old Certificate or Certificates has been paid. The Indenture Trustee shall not be required to register the transfer of or exchange any surrendered Certificates as above provided during the five calendar day period preceding the due date of any payment on such Certificates. The Borrower and the Indenture Trustee shall treat the Person in whose name each Certificate is registered on the Certificate Register as the Certificate Holder with respect thereto for all purposes hereof until due presentment for registration of transfer as provided in this Section 2.08. The Indenture Trustee shall give the Borrower and each Certificate Holder prompt written notice of such transfer of a Certificate under this Section 2.08. Each Holder of a Certificate, by its acceptance thereof, agrees to comply with the requirements of Section 8(g) of the Loan Agreement, and that any transfer of any Certificate acquired by it hereunder shall not be effected unless the transferee shall have delivered to the Indenture Trustee and the Borrower a written representation as to the matters specified in Section 8(g) of the Loan Agreement and, notwithstanding the above, such transferee by its acceptance of a Certificate shall be deemed to have made such a representation as of its date of acceptance.

Registration, Transfer and Exchange of Certificates. (a) 20.1 The Issuer shall maintain at the 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 of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any Person) for the purpose of any exercise thereof or any distribution to the holder(s) thereof thereof, and for all other purposes, and the Issuer shall not be affected by any notice to the contrary. (b) 20.2 Subject to Section 13 hereof, the Issuer shall register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant 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. Upon any such registration of transfer, new Warrant Certificate(s) evidencing such transferred Warrants shall be issued to 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 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 Warrants. (c) 20.3 Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Issuer at the Warrant Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled. (d) 20.4 No charge shall be made for any such transfer or exchange except for any tax or other governmental charge imposed in connection therewith. 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.

Registration, Transfer and Exchange of Certificates. (a) The Issuer Company shall maintain at the Warrant Office the a 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 Company may deem and treat the registered holder(sHolder(s) of the Warrant Certificates Warrants as the absolute owner(s) thereof and of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any Person) for the purpose of any exercise thereof or any distribution to the holder(sHolder(s) thereof thereof, and for all other purposes, and the Issuer shall not be affected by any notice to the contrary. (b) Subject to Section 13 hereof, the Issuer The Company shall register the transfer of any outstanding Warrants Warrant in the Warrant Register upon surrender of the Warrant Certificate(s) evidencing such warrants to the Issuer Company at the Warrant OfficeOffice of such Warrant, accompanied (if so required by it) by a written instrument one or more duly executed instruments of transfer in form satisfactory to it, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereofCompany. Upon any such registration of transfer, one or more new Warrant Certificate(sWarrant(s) evidencing such transferred Warrants Warrant shall be issued to the transferee(s) and the surrendered Warrant Certificate(s) shall be canceled. If less than all the Warrants evidenced by of a surrendered Warrant Certificate(s) surrendered for transfer are is to be transferred, new Warrant Certificate(sWarrant(s) shall be issued to the holder surrendering such Warrant Certificate(s) Holder evidencing such the remaining number balance of Warrantsthe surrendered Warrant. (c) Each Warrant Certificates may be exchanged may, at the option of the holder(sHolder(s) thereof, when be surrendered to the Issuer Company at the Warrant Office, Office to be exchanged for another Warrant Certificate one or other Warrant Certificates more new Warrants of like tenor and representing exercisable in the aggregate for a like number of WarrantsWarrant Shares. Warrant Certificates Warrants surrendered for exchange shall be canceled. (d) No charge shall be made for any such transfer or exchange except for any tax or other governmental charge imposed in connection therewith. Except as provided in Section 13(b) hereof11 or 12 of the Purchase Agreement, each Warrant Certificate issued upon transfer or exchange shall bear any legend required by Section 11.3 of the legend set forth in Section 13(b) hereof Purchase Agreement if the Warrant Certificate presented for transfer or exchange bore such legend.

Registration, Transfer and Exchange of Certificates. (a) The Issuer shall maintain at the Warrant Office the a 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(sHolder(s) of the Warrant Certificates Warrants as the absolute owner(s) thereof and of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any Person) for the purpose of any exercise thereof or any distribution to the holder(sHolder(s) thereof thereof, and for all other purposes, and the Issuer shall not be affected by any notice to the contrary. (b) Subject to Section 13 hereof, the The Issuer shall register the transfer of any outstanding Warrants Warrant in the Warrant Register upon surrender of the Warrant Certificate(s) evidencing such warrants to the Issuer at the Warrant OfficeOffice of such Warrant, accompanied (if so required by it) by a written instrument one or more duly executed instruments of transfer in form satisfactory to it, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereofIssuer. Upon any such registration of transfer, one or more new Warrant Certificate(sWarrant(s) evidencing such transferred Warrants Warrant shall be issued to the transferee(s) and the surrendered Warrant Certificate(s) shall be canceled. If less than all the Warrants evidenced by of a surrendered Warrant Certificate(s) surrendered for transfer are is to be transferred, new Warrant Certificate(sWarrant(s) shall be issued to the holder surrendering such Warrant Certificate(s) Holder evidencing such the remaining number balance of Warrantsthe surrendered Warrant. (c) Each Warrant Certificates may be exchanged may, at the option of the holder(sHolder(s) thereof, when be surrendered to the Issuer at the Warrant Office, Office to be exchanged for another Warrant Certificate one or other Warrant Certificates more new Warrants of like tenor and representing exercisable in the aggregate for a like number of WarrantsWarrant Shares. Warrant Certificates Warrants surrendered for exchange shall be canceled. (d) No charge shall be made for any such transfer or exchange except for any tax or other governmental charge imposed in connection therewith. Except as provided in Section 13(b) hereof11 or 12 of the Purchase Agreement, each Warrant Certificate issued upon transfer or exchange shall bear any legend required by Section 11.3 of the legend set forth in Section 13(b) hereof Purchase Agreement if the Warrant Certificate presented for transfer or exchange bore such legend.

Registration, Transfer and Exchange of Certificates. (a) The Issuer Company shall maintain at the Warrant Office offices of Company as set forth on the signature pages of this Agreement, the Warrant Register for registration of the Warrants and Warrant Certificates and transfers thereof. On the date hereof Closing Date, the Issuer Company shall register the outstanding Warrants and Warrant Certificates in the name of the Warrant HolderStratford. The Issuer Company may deem and treat the registered holder(sWarrant Holder(s) of the Warrant Certificates as the absolute owner(s) thereof and of the Warrants represented thereby registered to such holders and (notwithstanding any notation of ownership or other writing on -50- 57 the Warrant Certificates made by any Personperson) for the purpose of any exercise thereof or any distribution to the holder(s) thereof Warrant Holder(s), and for all other purposes, and the Issuer shall not be affected by any notice to the contrary. (b) Subject to Upon satisfaction of each condition set forth in Section 13 9.7 hereof, the Issuer Company shall register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant Certificate(s) evidencing such warrants Warrants to the Issuer Company at the Warrant Officeoffices of Company as set forth on the signature pages of this Agreement, 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 Warrant Holder of by the duly appointed legal representative thereof. Upon any such registration of transfer, new Warrant Certificate(s) evidencing such transferred Warrants shall be issued to the transferee(s) and the surrendered Warrant Certificate(s) shall be canceledcancelled. If less than all the Warrants evidenced by a Warrant Certificate(s) surrendered for transfer are to be transferred, a new Warrant Certificate(s) shall be issued to the holder Warrant Holder surrendering such Warrant Certificate(s) evidencing such remaining number of Warrants. (c) Warrant Certificates may be exchanged at the option of the holder(sWarrant Holder(s) thereof, when surrendered to the Issuer Company at the Warrant Officeoffices of Company as set forth on the signature pages of this Agreement, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceledcancelled. (d) No charge shall be made for any such transfer or exchange except for any tax or other governmental charge imposed in connection therewith. 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.

Registration, Transfer and Exchange of Certificates. (a) The Issuer Company shall maintain at the Warrant Office offices of Company as set forth on the Warrant Register signature pages of this Agreement, a register for registration of the Warrants and Warrant Certificates and transfers thereofthereof (the "Warrant Register"). On the date hereof Closing Date, the Issuer Company shall register the outstanding Warrants and Warrant Certificates in the name of the Warrant HolderCR and Principal in their respective amounts. The Issuer Company may deem and treat the registered holder(s) of the Warrant Certificates Registered Holder as the absolute owner(s) thereof and owner of the Warrants represented thereby registered to such holder and (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any Personperson) for the purpose of any exercise thereof or any distribution to the holder(s) thereof Registered Holder, and for all other purposes, and the Issuer shall not be affected by any notice to the contrary. (b) Subject to Upon satisfaction of each condition set forth in Section 13 1.7 hereof, the Issuer Company shall register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant Certificate(s) evidencing such warrants Warrants to the Issuer Company at the Warrant Officeoffices of Company as set forth on the signature pages of this Agreement, 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 Registered Holder or by the duly appointed legal representative thereof. Upon any such registration of transfer, new Warrant Certificate(s) evidencing such transferred Warrants shall be issued to the transferee(s) and the surrendered Warrant Certificate(s) shall be canceledcancelled. If less than all the Warrants evidenced by a Warrant Certificate(s) surrendered for transfer are to be transferred, a new Warrant Certificate(s) shall be issued to the holder Registered Holder surrendering such Warrant Certificate(s) evidencing such remaining number of Warrants. (c) Warrant Certificates may be exchanged at the option of the holder(s) Registered Holder thereof, when surrendered to the Issuer Company at the Warrant Officeoffices of Company as set forth on the signature pages of this Agreement, for another a new Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceledcancelled. (d) No charge shall be made for any such transfer or exchange except for any tax or other governmental charge imposed in connection therewith. 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.

Registration, Transfer and Exchange of Certificates. (a) The Issuer shall maintain at the Warrant Office the Warrant Register for registration of the Warrants and Warrant Certificates and transfers thereof. On the date hereof Closing Date 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 of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any Person) for the purpose of any exercise thereof or any distribution to the holder(s) thereof thereof, and for all other purposes, and the Issuer shall not be affected by any notice to the contrary. (ba) Subject to Section 13 hereof14, the Issuer shall register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant Certificate(s) evidencing such warrants 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. Upon any such registration of transfer, new Warrant Certificate(s) evidencing such transferred Warrants shall be issued to 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 transfer are to be transferred, new Warrant Certificate(s) evidencing such remaining number of Warrants shall be issued to the holder surrendering such Warrant Certificate(s) evidencing such remaining number of Warrants). (cb) Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Issuer at the Warrant Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled. (dc) No charge shall be made for any such transfer or exchange except for any tax or other governmental charge imposed in connection therewith. Except as provided in Section 13(bSections 14(b) hereofand (c), each Warrant Certificate issued upon transfer or exchange shall bear the legend set forth in Section 13(b14(b) hereof if the Warrant Certificate presented for transfer or exchange bore such legend.

Registration, Transfer and Exchange of Certificates. (a) The Issuer Trustee shall maintain cause to be kept at its Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Warrant Office Trustee shall provide for the Warrant Register registration of the Certificates and the transfers and exchanges of such Certificates as herein provided. No Certificate shall be entitled to any benefit under this Indenture, or be valid for any purpose, unless there appears on such Certificate a certification by the Trustee substantially in the form provided for on Exhibit C executed by the Trustee by manual signature of a Trust Officer, and such executed certification by the Trustee upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed, authenticated and delivered hereunder. The Trustee's signature shall be for execution and authentication purposes only and neither the Trustee nor any Person signing on its behalf shall have any liability on the respective Certificate (other than the certificate of authentication thereon). All Certificates issued upon registration of transfer or exchange shall be dated the date of their authentication. (b) Notwithstanding any other provision of this Indenture, no legal or beneficial interest in all or any portion of a Certificate may be transferred, directly or indirectly, to a Disqualified Organization, or to an agent of a Disqualified Organization (including a broker, nominee, or other middleman) (a "Transferee's Agent") and any such purported transfer shall be void and of no effect. Further, no legal or beneficial interest in all or any portion of a Certificate may be registered in the name of an entity that holds REMIC residual securities as nominee to facilitate the clearance and settlement of such securities through electronic book-entry changes in accounts of participating organizations (a "Book-Entry Nominee"). The Trustee shall not authenticate and deliver a new Certificate in connection with any transfer of a Certificate, and the Trustee shall not accept a surrender for transfer or registration of transfer, or register the transfer of, any Certificate unless the transferor shall have provided to the Trustee an affidavit (a "Transfer Affidavit"), substantially in the form of Exhibit D hereof, signed by the transferee, to the effect that the transferee is not acquiring the Certificate for the purpose of avoiding or impeding the assessment or collection of tax and is not a Disqualified Organization, an agent for any entity as to which the transferee has not received a substantially similar affidavit, or a Book-Entry Nominee. Each Certificate shall bear a legend referring to the foregoing restrictions. Upon notice to the Trustee that any legal or beneficial interest in any portion of a Certificate has been transferred, directly or indirectly, to a Disqualified Organization or a Transferee's Agent in contravention of the foregoing restrictions, the Trustee shall, as provided in Sections 3.02(a) and (c), furnish to the transferor of such Certificate or to such Transferee's Agent information with respect to the requirements of Section 860(e) of the Code, including but not limited to the present value of the total anticipated excess inclusions with respect to such Certificate (or portion thereof) for periods after such transfer. The cost of computing and furnishing such information shall be charged to the transferor or to such Transferee's Agent; however, the Trustee shall in no event be excused from furnishing such information. Every holder of a Certificate shall be deemed to have consented to such amendments to this Indenture as may be required to further effectuate the restrictions on transfer of Certificates to a Disqualified Organization, a Transferee's Agent or a Book-Entry Nominee. (c) No transfer of a Certificate shall be made unless such transfer is made pursuant to an effective registration statement or otherwise in accordance with the requirements under the 1933 Act and effective registration or qualification under applicable state securities laws or is made in a transaction which does not require such registration or qualification under state law. The Trustee shall be entitled to assume conclusively that no such registrations are then effective unless the request for transfer is accompanied by an Opinion of Counsel addressed to the Trustee that all such registrations are then in effect. If a transfer of a Certificate is to be made in reliance upon an exemption from the 1933 Act, the Trustee shall not transfer such Certificate unless it receives a Transferee's Agreement substantially in the form of Exhibit E hereto, signed by the Transferee; provided, however, that if the proposed Transferee does not deliver such Transferee's Agreement, in lieu of such Transferee's Agreement, (i) the Trustee shall require a written Opinion of Counsel, addressed to the Trustee, to the effect that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act and state laws or is being made pursuant to the 1933 Act and state laws or is being made pursuant to the 1933 Act and state laws, which Opinion of Counsel shall not be an expense of the Trustee or the Sponsor, and (ii) the Trustee shall require the transferee to execute a certification on which the Trustee, absent the Trustee having actual knowledge that such certification is false, may rely setting forth the facts surrounding such transfer. The Holder of such a Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Sponsor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (d) No transfer of a Certificate shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA, nor a Person acting on behalf of any such plan, which representation letter shall not be an expense of the Trustee or the Sponsor, or (ii) in the case of any such Certificate presented for registration in the name of an employee benefit plan subject to ERISA (or comparable provisions of any subsequent enactments), or a trustee of any such plan, an Opinion of Counsel addressed to the Trustee to the effect that the purchase or holding of such Certificate will not constitute or result in a prohibited transaction under ERISA, will not cause the Trustee, the Sponsor or the Manager to be a fiduciary under the plan and will not subject the Sponsor, the Trustee or the Manager to any obligation in addition to those undertaken in this Indenture, which Opinion of Counsel shall not be an expense of the Trustee or the Sponsor. (e) Subject to the requirements and limitations of this Section 12.02, upon surrender for registration of transfer or exchange of any Certificate at the Warrants Corporate Trust Office, the affidavits, certificates and Warrant Certificates Opinions of Counsel required by Sections 12.02(b), (c) and transfers thereof. On (d), and the date hereof name, address and taxpayer identification number of the Issuer proposed transferee, the Trustee shall register the outstanding Warrants execute, authenticate and Warrant Certificates deliver, in the name of the Warrant Holderdesignated transferee or transferees, subject to the minimum denomination limits of Section 12.01(d) hereof, one or more new Certificates of like aggregate fractional undivided interest in the Residual. All Certificates surrendered for registration of transfer or exchange shall be cancelled, and held by the Trustee subject to its standard retention policy and thereafter destroyed by the Trustee. A service charge shall be made for any registration of transfer or exchange of Certificates, and, in addition, the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with expenses in connection with any required Opinions of Counsel, Transfer Affidavits, Transferee Agreements or certifications required hereunder in connection with a transfer of a Certificate shall be borne by the transferee or the transferor, and shall not be an expense of the Trustee, the Residual or the Sponsor. The Issuer may deem transferee of a Certificate shall, for all purposes of this Indenture, be deemed to be the Residual Holder of such Certificate from and after the date as of which the transfer to it is registered by the Trustee on the Certificate register maintained by the Trustee in accordance with Section 12.02(a) hereof, and, upon registration of such transfer to the transferee, the transferor shall be released from all duties and obligations under this Indenture; provided, however, that such transferor shall remain liable to the Trustee and the Sponsor with respect to the duties, obligations and liabilities arising from and after the date the transferor became a registered holder of the transferred Certificate and before the date of such transfer to the transferee. (f) Every Certificate presented or surrendered for transfer or exchange shall (i) be duly endorsed by, or be accompanied by a written instrument of transfer in form acceptable to, transfer agents registered with the Securities and Exchange Commission and (ii) be duly executed by the Residual Holder thereof or his attorney duly authorized in writing. Before due presentation of a Certificate for registration of transfer or exchange, the Trustee, and any agent of the Trustee shall treat the Person in whose name any Certificate is registered holder(s) of on the Warrant Certificates Certificate Register maintained by the Trustee as the absolute owner(s) thereof and owner of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any Person) such Certificate for the purpose of receiving distributions pursuant to Section 12.06 hereof, for any exercise thereof allocation of taxable income or any distribution net loss to such Residual Holder required by the holder(s) thereof Code and for all other purposespurposes whatsoever including but not limited to giving direction to the Trustee or giving consents as provided herein, and neither the Issuer Trustee nor any agent of the Trustee shall not be affected by any notice to the contrary. (bg) Subject Each Person who has or who acquires any ownership interest in the Certificates shall be deemed by the acceptance or acquisition of such ownership interest to have agreed to be bound by the provisions of this Section 13 hereof, and the Issuer shall register rights of each Person acquiring any ownership interest in the Certificates are expressly subject to the following provisions: (1) Any attempted or purported transfer of any outstanding Warrants ownership interest in the Warrant Register upon surrender Certificates in violation of the Warrant Certificate(sprovisions of this Section 12.02 shall be absolutely null and void and shall vest no rights in the purported transferee; and (2) evidencing Each Person at any time acquiring any ownership interest in the Certificates by its acceptance of the same shall be deemed to have indemnified the Sponsor, the Trustee, any Manager and each Bondholder from and against any cost, liability, claim or expense, including any tax, incurred as a result of any transfer or attempted or purported transfer of any ownership interest in the Certificates by or to such warrants Person in violation of the provisions of this Section 12.02. Each such Person also authorizes the Trustee, acting as an independent agent on behalf of such Person, to withhold from amounts, if any, otherwise payable to such Person pursuant to the Issuer at the Warrant Office, accompanied (if so required by it) by a written instrument or instruments terms of transfer in form satisfactory this Indenture all amounts due as indemnification under this Section 12.02 and to it, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof. Upon any pay such registration of transfer, new Warrant Certificate(s) evidencing such transferred Warrants shall be issued amounts to 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 transfer are Person entitled to be transferred, new Warrant Certificate(s) shall be issued to the holder surrendering such Warrant Certificate(s) evidencing such remaining number of Warrantsindemnification. (c) Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Issuer at the Warrant Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled. (d) No charge shall be made for any such transfer or exchange except for any tax or other governmental charge imposed in connection therewith. 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.

Registration, Transfer and Exchange of Certificates. (a) The Issuer At all times during the term of this Agreement, there shall maintain be maintained at the Warrant Office office of the Warrant Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar (located as of the Closing Date at the Corporate Trust Office), shall provide for the registration of the Warrants and Warrant Certificates and of transfers thereof. On the date hereof the Issuer shall register the outstanding Warrants and Warrant exchanges of Certificates in the name of the Warrant Holderas herein provided. The Issuer may deem Certificate Register shall contain the aggregate holdings of Certificates represented by each Regulation S Global Certificate and treat each Domestic Global Certificate. The Trustee is hereby initially appointed (and hereby agrees to act in accordance with the registered holder(sterms hereof) of the Warrant Certificates as the absolute owner(s) thereof and of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any Person) Certificate Registrar for the purpose of any exercise thereof or any distribution registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the holder(s) thereof and for all other purposesDepositor, the Trustee, the Special Servicer and the Issuer Master Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe; provided that the predecessor Certificate Registrar shall not be affected relieved of any of its duties or responsibilities hereunder by any notice reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee (if it is no longer the Certificate Registrar), the Master Servicer and the Special Servicer shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the contraryinformation set forth in the Certificate Register. Upon written request of any Certificateholder made for purposes of communicating with other Certificateholders with respect to their rights under this Agreement, the Certificate Registrar shall promptly furnish such Certificateholder with a list of the other Certificateholders of record identified in the Certificate Register at the time of the request. (b) Subject No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to Section 13 hereofan effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Issuer Initial Purchasers or their respective Affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 hereto, and a certificate from such Certificateholder's prospective transferee substantially in the form attached as either Exhibit F-2 hereto, Exhibit F-3 hereto, Exhibit F-4 hereto, Exhibit F-5 hereto or Exhibit F-6 hereto; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder's prospective transferee on which such Opinion of Counsel is based. None of the Depositor, the Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of any outstanding Warrants Non-Registered Certificate without registration or qualification. Any Holder of a Non-Registered Certificate desiring to effect such a transfer shall, and upon acquisition of such a Certificate shall be deemed to have agreed to, indemnify the Trustee, the Certificate Registrar and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. In connection with transfer of the Non-Registered Certificates, the Depositor shall furnish upon request of a Certificateholder or Certificate Owner to such Holder or Certificate Owner and any prospective purchaser designated by such Certificateholder or Certificate Owner the information required to be delivered under paragraph (d)(4) of Rule 144A of the Securities Act. Notwithstanding the foregoing, for so long as any Non-Registered Certificate is a Book-Entry Certificate, (a) each prospective transferor of such Certificate shall be deemed to have represented to the Trustee, the Depositor and the transferee of such Certificate the information set forth on Exhibit F-1 upon or prior to such transfer and (b) each prospective transferee of such Certificate shall be deemed to have represented to the Trustee, the Depositor and the transferor of such Certificate the information set forth on Exhibit F-2, Exhibit F-3, Exhibit F-4, Exhibit F-5 or Exhibit F-6, as applicable, upon or prior to such transfer. In addition, if such prospective transferee is an Institutional Accredited Investor (but not also a Qualified Institutional Buyer), such prospective transferee shall be deemed to have acknowledged that any beneficial interest in a Book-Entry Certificate that is transferred to it is required to be delivered in the Warrant Register upon surrender form of the Warrant Certificate(s) evidencing a Definitive Certificate and shall cease to be an interest in such warrants to the Issuer at the Warrant OfficeBook-Entry Certificate and, accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to itthereafter, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof. Upon any such registration of transfer, new Warrant Certificate(s) evidencing such transferred Warrants shall be issued subject to the transferee(s) all transfer restrictions and the surrendered Warrant Certificate(s) shall be canceled. If less than all the Warrants evidenced by Warrant Certificate(s) surrendered for transfer are other procedures applicable to be transferred, new Warrant Certificate(s) shall be issued to the holder surrendering such Warrant Certificate(s) evidencing such remaining number of WarrantsCertificates in definitive form. (c) Warrant Certificates may No transfer of a Certificate or any interest therein shall be exchanged made to any "employee benefit plan" subject to Title I of ERISA, any "plan" subject to Section 4975 of the Code or any other retirement plan or other employee benefit plan or arrangement subject to applicable federal, state or local law ("Similar Law") materially similar to the foregoing provisions of ERISA or the Code, or any entity deemed to hold plan assets of the foregoing by reason of such a plan's investment in such entity (each, a "Plan") unless (A) in the case of a Certificate other than a Residual Certificate or a Class Z Certificate, the transferee is an insurance company general account which is eligible for, and satisfies all the requirements of, exemptive relief under Sections I and III of Department of Labor Prohibited Transaction Class Exemption 95-60 ("PTE 95-60") or (B) in the case of a Certificate other than an ERISA Restricted Certificate, a Residual Certificate or a Class Z Certificate, the transferee (1) qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D under the Securities Act, and (2) satisfies all the requirements of the Exemptions as in effect at the option time of such transfer. Each Person who acquires a Certificate in Definitive Certificate form shall be required to certify in writing in the form attached as Exhibit G hereto that it meets the foregoing conditions and that it will not transfer such Certificate in violation of the holder(s) thereofforegoing, when surrendered to the Issuer at the Warrant Office, for another Warrant and each Person who acquires a Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange Book-Entry Certificate form shall be canceleddeemed to have represented that the foregoing conditions are satisfied and that it will not transfer such Certificate in violation of the foregoing. (di) No charge Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be made deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Paying Agent under clause (ii)(A) below to deliver payments to a Person other than such Person and to have irrevocably authorized the Certificate Registrar under clause (ii)(B) below to negotiate the terms of any mandatory disposition and to execute all instruments of Transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the Master Servicer, the Paying Agent and the Certificate Registrar of any change or impending change in its status as a Permitted Transferee. (B) In connection with any proposed Transfer of any Ownership Interest in a Residual Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of any Residual Certificate until its receipt of an affidavit and agreement substantially in the form attached hereto as Exhibit H-1 (a "Transfer Affidavit and Agreement"), from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, and upon which the Certificate Registrar may, in the absence of actual knowledge by a Responsible Officer of either the Trustee or the Certificate Registrar to the contrary, conclusively rely, representing and warranting, among other things, that such Transferee is a Permitted Transferee; that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person that is not a Permitted Transferee; that for so long as it retains its Ownership Interest in a Residual Certificate, it will endeavor to remain a Permitted Transferee; that it has historically paid its debts as they have come due, intends to pay its debts as they come due in the future and intends to pay all taxes associated with the Residual Certificate as they come due; and that it has reviewed the provisions of this Section 5.02(d) and agrees to be bound by them. (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Residual Certificate to such proposed Transferee shall be effected. (D) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall agree (a) to require a Transfer Affidavit and Agreement from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Residual Certificate and (b) not to transfer its Ownership Interest in such Residual Certificate unless it provides to the Certificate Registrar a certificate substantially in the form attached hereto as Exhibit H-2 stating that, among other things, it has no actual knowledge that such prospective Transferee is not a Permitted Transferee. (E) Each Person holding or exchange except acquiring an Ownership Interest in a Residual Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Master Servicer and the Trustee written notice that it is a "pass-through interest holder" within the meaning of temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Residual Certificate, if it is, or is holding an Ownership Interest in a Residual Certificate on behalf of, a "pass-through interest holder." (A) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the provisions of this Section 5.02(d), then the last preceding Holder of such Residual Certificate that was in compliance with the provisions of this Section 5.02(d) shall be restored, to the extent permitted by law, to all rights as Holder thereof retroactive to the date of registration of such Transfer of such Residual Certificate. None of the Trustee, the Master Servicer or the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by this Section 5.02(d) or for making any payments due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement. (B) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the restrictions in this Section 5.02(d), then, to the extent that the retroactive restoration of the rights of the preceding Holder of such Residual Certificate as described in clause (ii)(A) above shall be invalid, illegal or unenforceable, the Certificate Registrar shall have the right, without notice to the Holder or any prior Holder of such Residual Certificate, to cause the transfer of such Residual Certificate to a Permitted Transferee on such terms as the Certificate Registrar may choose. Such purported Transferee shall promptly endorse and deliver such Residual Certificate in accordance with the instructions of the Certificate Registrar. Such Permitted Transferee may be the Certificate Registrar itself or any Affiliate of the Certificate Registrar. Any proceeds of such sale, net of the commissions (which may include commissions payable to the Certificate Registrar or its Affiliates), expenses and taxes due, if any, will be remitted by the Paying Agent to such purported Transferee. The terms and conditions of any sale under this clause (ii)(B) shall be determined in the sole discretion of the Certificate Registrar, and the Certificate Registrar shall not be liable to any Person having an Ownership Interest in a Residual Certificate as a result of its exercise of such discretion. (iii) The Certificate Registrar shall make available to the Internal Revenue Service and to those Persons specified by the REMIC Provisions any information available to it which is necessary to compute any tax imposed as a result of the Transfer of an Ownership Interest in a Residual Certificate to any Person who is a Disqualified Organization or other governmental charge imposed agent thereof, including the information described in connection therewithTreasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess inclusions" of such Residual Certificate, and the Master Servicer and the Special Servicer shall furnish to the Certificate Registrar all information in its possession necessary for the Certificate Registrar to discharge such obligation. Except as provided in The transferor of such Ownership Interest shall be responsible for the reasonable compensation of the Certificate Registrar, the Master Servicer and the Special Servicer for providing such information. (iv) The provisions of this Section 13(b5.02(d) hereof, each Warrant Certificate issued upon transfer or exchange shall bear the legend set forth prior to this clause (iv) may be modified, added to or eliminated; provided that there shall have been delivered to the Certificate Registrar and the Master Servicer the following: (A) written confirmation from each Rating Agency to the effect that the modification of, addition to or elimination of such provisions will not cause such Rating Agency to qualify, downgrade or withdraw its then-current rating of any Class of Certificates; and (B) an Opinion of Counsel, in Section 13(bform and substance satisfactory to the Certificate Registrar and the Master Servicer, obtained at the expense of the party seeking such modification of, addition to or elimination of such provisions (but in no event at the expense of the Trust Fund), to the effect that doing so will not cause either of REMIC I or REMIC II to (x) hereof if cease to qualify as a REMIC or (y) be subject to an entity-level tax caused by the Warrant Transfer of any Residual Certificate presented for transfer to a Person which is not a Permitted Transferee, or exchange bore such legendcause a Person other than the prospective Transferee to be subject to a REMIC-related tax caused by the Transfer of a Residual Certificate to a Person that is not a Permitted Transferee.

Registration, Transfer and Exchange of Certificates. (a) The Issuer shall maintain at the Warrant Office the Warrant Register for registration of the Warrants and Warrant Certificates and transfers thereof. On the date hereof Closing Date, the Issuer shall register the outstanding Warrants and Warrant Certificates in the Warrant Register in the name of the Warrant HolderHolders. The Issuer may deem and treat the registered holder(s) holders of the Warrant Certificates as the absolute owner(s) owners thereof and of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any Person) for the purpose of any exercise thereof or any distribution to the holder(s) thereof holders thereof, and for all other purposes, and the Issuer shall not be affected by any notice to the contrary. (b) Subject to Section 13 hereof12, the Issuer shall register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant Certificate(s) Certificates evidencing such warrants Warrants to the Issuer at the Warrant Office, accompanied (if so required by it) by a written instrument or instruments of transfer in form reasonably satisfactory to it, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof. Upon any such registration of transfer, new Warrant Certificate(s) Certificates evidencing such transferred Warrants shall be issued to the transferee(s) transferee and the surrendered Warrant Certificate(s) Certificates shall be canceled. If less than all the Warrants evidenced by Warrant Certificate(s) Certificates surrendered for transfer are to be transferred, new Warrant Certificate(s) shall be issued to the holder surrendering such Warrant Certificate(s) Certificates evidencing such remaining number of Warrants. (c) Warrant Certificates may be exchanged at the option of the holder(s) holders thereof, when surrendered to the Issuer at the Warrant Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled. (d) No charge shall be made for any such transfer or exchange except for any tax or other governmental charge imposed in connection therewith. Except as provided in Section 13(b) hereofsubsection 12(b), each Warrant Certificate issued upon transfer or exchange shall bear the legend set forth in Section 13(bsubsection 12(b) hereof if the Warrant Certificate presented for transfer or exchange bore such legend.

Registration, Transfer and Exchange of Certificates. (a) The Issuer shall maintain maintain, at the Warrant Office its office, the Warrant Register for registration of the Warrants and Warrant Certificates and transfers thereof. On the date hereof the Issuance Date, The Issuer shall register the outstanding Warrants and Warrant Certificates in the Warrant Register in the name of the Warrant HolderLender. The Issuer may deem and treat the registered holder(s) holders of the Warrant Certificates as the absolute owner(s) owners thereof and of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any Personperson) for the purpose of any exercise thereof or any distribution to the holder(s) thereof holders thereof, and for all other purposes, and the Issuer shall not be affected by any notice to the contrary. (b) Subject to Section 13 hereof14, the Issuer shall register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant Certificate(s) Certificates evidencing such warrants Warrants to the Issuer at the Warrant OfficeIssuer, 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. Upon any such registration of transfer, new Warrant Certificate(s) Certificates evidencing such transferred Warrants shall be issued to the transferee(s) transferee and the surrendered Warrant Certificate(s) Certificates shall be canceled. If less than all the Warrants evidenced by Warrant Certificate(s) Certificates surrendered for transfer are to be transferred, new Warrant Certificate(s) Certificates shall be issued to the holder surrendering such Warrant Certificate(s) Certificates evidencing such remaining number of Warrants. (c) Warrant Certificates may be exchanged at the option of the holder(s) holders thereof, when surrendered to the Issuer at the Warrant Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled. (d) No charge shall be made for any such transfer or exchange except for any tax or other governmental charge imposed in connection therewith. Except as provided in Section 13(bsubsection 14(b) hereof, each Warrant Certificate issued upon transfer or exchange shall bear the legend set forth in Section 13(bsubsection 14(b) hereof if the Warrant Certificate presented for transfer or exchange bore such legend.

Registration, Transfer and Exchange of Certificates. (a) The Issuer shall maintain maintain, at the Warrant Office Office, the Warrant Register for registration of the Warrants and Warrant Certificates and transfers thereof. On the date hereof hereof, the Issuer shall register the outstanding Warrants and Warrant Certificates in the Warrant Register in the name of Creditanstalt or an Affiliate thereof, as the Warrant Holdercase may be. The Issuer may deem and treat the registered holder(s) holders of the Warrant Certificates as the absolute owner(s) owners thereof and of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any Personperson) for the purpose of any exercise thereof or any distribution to the holder(s) thereof holders thereof, and for all other purposes, and the Issuer shall not be affected by any notice to the contrary. (b) Subject to Section 13 hereof14, the Issuer shall register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant Certificate(s) Certificates evidencing such warrants 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. Upon any such registration of transfer, new Warrant Certificate(s) Certificates evidencing such transferred Warrants shall be issued to the transferee(s) transferee and the surrendered Warrant Certificate(s) Certificates shall be canceledcancelled. If less than all the Warrants evidenced by Warrant Certificate(s) Certificates surrendered for transfer are to be transferred, new Warrant Certificate(s) Certificates shall be issued to the holder surrendering such Warrant Certificate(s) Certificates evidencing such remaining number of Warrants. (c) Warrant Certificates may be exchanged at the option of the holder(s) holders thereof, when surrendered to the Issuer at the Warrant Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceledcancelled. (d) No charge shall be made for any such transfer or exchange except for any tax or other governmental charge imposed in connection therewith. Except as provided in Section 13(bsubsection 14(b) hereof, each Warrant Certificate issued upon transfer or exchange shall bear the legend set forth in Section 13(bsubsection 14(b) hereof if the Warrant Certificate presented for transfer or exchange bore such legend.

Registration, Transfer and Exchange of Certificates. (a) The Issuer At all times during the term of this Agreement, there shall maintain be maintained at the Warrant office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Trustee may appoint, by a written instrument delivered to the other parties hereto, any other bank or trust company to act as Certificate Registrar under such conditions as the Trustee may prescribe, provided that the Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Master Servicer, the Special Servicer and any agent of any of them shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. 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. A Definitive 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 Warrant Register Holder or his duly authorized attorney), subject to the requirements of this Section 5.2. Upon request of the Trustee, the Certificate Registrar shall provide the Trustee with the names, addresses and Percentage Interests of the Holders. (b) Upon surrender for registration of transfer of any Definitive Certificate, subject to the Warrants requirements of this Section 5.2, the Trustee shall execute and Warrant Certificates and transfers thereof. On the date hereof Trustee or the Issuer Authenticating Agent shall register the outstanding Warrants and Warrant Certificates duly authenticate in the name of the Warrant Holderdesignated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate Certificate Balance, Notional Amount or Percentage Interest. The Issuer may deem and treat the registered holder(s) of the Warrant Such Certificates as the absolute owner(s) thereof and of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any Person) for the purpose of any exercise thereof or any distribution to the holder(s) thereof and for all other purposes, and the Issuer shall not be affected by any notice to the contrary. (b) Subject to Section 13 hereof, the Issuer shall register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant 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 delivered by the registered holder or holders thereof or by the duly appointed legal representative thereofCertificate Registrar in accordance with this Section 5.2. Upon any such Each Certificate surrendered for registration of transfer, new Warrant Certificate(s) evidencing such transferred Warrants shall be issued to 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 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 Warrants. (c) Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Issuer at the Warrant Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled. (d) No charge shall be made for any such transfer or exchange except for any tax or other governmental charge imposed in connection therewith. Except as provided in Section 13(b) hereof, each Warrant Certificate issued upon transfer or exchange shall bear be cancelled and the legend set forth Certificate Registrar shall dispose of the cancelled Certificates in accordance with its standard procedures. Each new Certificate issued pursuant to this Section 13(b) hereof if 5.2 shall be registered in the Warrant Certificate presented for transfer or exchange bore such legendname of any Person as the transferring Holder may request, subject to the provisions of this Section 5.2.

Registration, Transfer and Exchange of Certificates. (a) The Subject to Section 14, the Issuer shall maintain at the Warrant Office the Warrant Register for registration of the Warrants and Warrant Certificates and transfers thereof. On the date hereof Closing Date 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 of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any Person) for the purpose of any exercise thereof or any distribution to the holder(s) thereof thereof, and for all other purposes, and the Issuer shall not be affected by any notice to the contrary. (ba) Subject to Section 13 hereof, the The Issuer shall register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant Certificate(s) evidencing such warrants 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. Upon any such registration of transfer, new Warrant Certificate(s) evidencing such transferred Warrants shall be issued to 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 transfer are to be transferred, new Warrant Certificate(s) evidencing such remaining number of Warrants shall be issued to the holder surrendering such Warrant Certificate(s) evidencing such remaining number of Warrants). (cb) Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Issuer at the Warrant Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled. (dc) No charge shall be made for any such transfer or exchange except for any tax or other governmental charge imposed in connection therewith. Except as provided in Section 13(bSections 14(b) hereofand (c), each Warrant Certificate issued upon transfer or exchange shall bear the legend set forth in Section 13(b14(b) hereof if the Warrant Certificate presented for transfer or exchange bore such legend.

Registration, Transfer and Exchange of Certificates. (a) The Issuer XCL shall maintain at the 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 XCL may deem and treat the registered holder(s) holder of the any Warrant Certificates Certificate as the absolute owner(s) thereof and owner of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the a Warrant Certificates Certificate made by any Personanyone) for the purpose of any exercise thereof or any distribution to the holder(s) thereof thereof, and for all other purposes, and the Issuer XCL shall not be affected by any notice to the contrary. (b) Subject Warrants may be exchanged or transferred at the option of the holder thereof, subject to compliance with the provisions of Section 13 hereof, the Issuer . XCL shall register the transfer of any the outstanding Warrants in the Warrant Register upon surrender of the Warrant Certificate(s) Certificates evidencing such warrants Warrants to the Issuer XCL at the Warrant Office, accompanied (if so required by it) by a written instrument or instruments of transfer in form reasonably satisfactory to it, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof. Upon any such registration of transfer, one or more new duly executed Warrant Certificate(s) Certificates evidencing such transferred Warrants shall be issued to the transferee(s) transferees and the surrendered Warrant Certificate(s) Certificates shall be canceled. If less than all the Warrants evidenced by a Warrant Certificate(s) surrendered for transfer are to be transferred, new duly executed Warrant Certificate(s) shall be issued to the holder Warrantholder surrendering such Warrant Certificate(s) evidencing such remaining number of Warrants. (c) Each Warrant Certificates Certificate may be exchanged at the option of the holder(s) holder thereof, when surrendered to the Issuer XCL at the Warrant Office, for another Warrant Certificate of like tenor, or for other Warrant Certificates of like tenor and Certificates, representing in the aggregate a like an equivalent number of Warrants. Any Warrant Certificates Certificate surrendered for exchange shall be canceled. Subject thereto, a Warrant Certificate may be divided or combined with other Warrant Certificates evidencing the same rights of such Warrant Certificate being divided or combined, upon presentation of such Warrant Certificate being divided or combined at the Warrant Office, together with written notice specifying the names and denominations in which new Warrant Certificates are to be issued and signed by the Warrantholder of the Warrants evidenced by the Warrant Certificate being so divided or combined. (d) No charge shall be made for any such transfer or exchange except for any tax or other governmental charge imposed in connection therewith. Except as provided in Section 13(bSections 13(c) hereofand 13(d), 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. (e) Any transfer, exchange or assignment of Warrants (including any new Warrants issued pursuant to Section 6 hereof) shall be without charge to the Warrantholder (other than as set forth in Section 8 hereof or any income tax withholding requirements) and any new Warrant or Warrants issued pursuant to this Section 5 shall be dated the date hereof.

Registration, Transfer and Exchange of Certificates. (a) The ---------------------------------------------------- Issuer shall maintain at the Warrant Office the Warrant Register for registration of the Warrants and Warrant Certificates and transfers thereof. On the date hereof Closing Date the Issuer shall register the outstanding Warrants and Warrant Certificates in the name of the Warrant HolderABC. The Issuer may deem and treat the registered holder(s) of the Warrant Certificates as the absolute owner(s) thereof and of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any Person) for the purpose of any exercise thereof or any distribution to the holder(s) thereof thereof, and for all other purposes, and the Issuer shall not be affected by any notice to the contrary. (b) Subject to Section 13 hereof13, the Issuer shall register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant Certificate(s) evidencing such warrants 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. Upon any such registration of transfer, new Warrant Certificate(s) evidencing such transferred Warrants shall be issued to 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 transfer are to be transferred, new Warrant Certificate(s) evidencing such remaining number of Warrants shall be issued to the holder surrendering such Warrant Certificate(s) evidencing such remaining number of Warrants). (c) Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Issuer at the Warrant Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled. (d) No charge shall be made for any such transfer or exchange except for any tax or other governmental charge imposed in connection therewith. Except as provided in Section Sections 13(b) hereofand (c), 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.

Registration, Transfer and Exchange of Certificates. (a) The Issuer All Certificates issued hereunder shall maintain at be negotiable, subject to the Warrant Office the Warrant Register provisions for registration and transfer thereof contained herein or in the Certificates. (b) Each Certificate shall be transferable only upon the registration books maintained by the Trustee, by the Owner thereof in person or by his attorney duly authorized in writing, upon surrender thereof together with a written instrument of transfer satisfactory to the Warrants Trustee duly executed by the Owner thereof or his duly authorized attorney. Upon surrender for transfer of any Certificate, the Trustee shall execute and Warrant Certificates and transfers thereof. On the date hereof the Issuer shall register the outstanding Warrants and Warrant Certificates deliver, in the name of the Warrant Holder. The Issuer may deem and treat the registered holder(s) transferee, one or more new Certificates, of the Warrant Certificates same series, aggregate principal amount and maturity as the absolute owner(s) thereof and of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any Person) for the purpose of any exercise thereof or any distribution to the holder(s) thereof and for all other purposes, and the Issuer shall not be affected by any notice to the contrarysurrendered Certificate. (bc) Subject to Section 13 hereofAny Certificate, the Issuer shall register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant Certificate(s) evidencing such warrants thereof to the Issuer at the Warrant Office, accompanied (if so required by it) by a Trustee together with written instrument or instruments of transfer in form instructions satisfactory to itthe Trustee, duly executed by the registered holder or holders Owner thereof or by the his attorney duly appointed legal representative thereof. Upon any such registration of transferauthorized in writing, new Warrant Certificate(s) evidencing such transferred Warrants shall be issued to 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 transfer are to be transferredmay, new Warrant Certificate(s) shall be issued to the holder surrendering such Warrant Certificate(s) evidencing such remaining number of Warrants. (c) Warrant Certificates may be exchanged at the option of the holder(s) Owner thereof, when surrendered to the Issuer at the Warrant Office, be exchanged for another Warrant Certificate or other Warrant an equal aggregate principal amount of Certificates of like tenor the same series and representing in the aggregate a like number maturity of Warrants. Warrant Certificates surrendered for exchange shall be canceledany other authorized denominations. (d) No charge All Certificates surrendered in any exchange or transfer of Certificates shall forthwith be made for cancelled by the Trustee and destroyed in accordance with the customary procedures of the Trustee. (e) In connection with any such exchange or transfer of Certificates, the Owner requesting such exchange or transfer shall as a condition precedent to the exercise of the privilege of making such exchange except for or transfer, remit to the Trustee an amount sufficient to pay any tax or other governmental charge imposed in connection therewithrequired to be paid with respect to such exchange or transfer. (f) The Trustee may but shall not be obligated to exchange or register the transfer of any Certificate (i) which has been called or selected for call for redemption or (ii) during a period of 15 days preceding the giving of a notice of redemption. Except as provided in Section 13(b) hereofIf the transfer of any Certificate which has been called or selected for call for redemption is registered, each Warrant any notice of redemption which has been given to the transferor shall be binding upon the transferee and a copy of the notice of redemption shall be delivered by the Trustee to the transferee along with the 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 legendCertificates.

Registration, Transfer and Exchange of Certificates. (a) The Issuer All Certificates issued hereunder shall maintain at be negotiable, subject to the Warrant Office the Warrant Register provisions for registration and transfer thereof contained herein or in the Certificates. (b) Each Certificate shall be transferable only upon the registration books maintained by the Trustee, by the Owner thereof in person or by his attorney duly authorized in writing, upon surrender thereof together with a written instrument of transfer satisfactory to the Warrants Trustee duly executed by the Owner thereof or his duly authorized attorney. Upon surrender for transfer of any Certificate, the Trustee shall execute and Warrant Certificates and transfers thereof. On the date hereof the Issuer shall register the outstanding Warrants and Warrant Certificates deliver, in the name of the Warrant Holder. The Issuer may deem and treat the registered holder(s) transferee, one or more new Certificates, of the Warrant Certificates same series, aggregate principal amount and maturity as the absolute owner(s) thereof and of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any Person) for the purpose of any exercise thereof or any distribution to the holder(s) thereof and for all other purposes, and the Issuer shall not be affected by any notice to the contrarysurrendered Certificate. (bc) Subject to Section 13 hereofAny Certificate, the Issuer shall register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant Certificate(s) evidencing such warrants thereof to the Issuer at the Warrant Office, accompanied (if so required by it) by a Trustee together with written instrument or instruments of transfer in form instructions satisfactory to itthe Trustee, duly executed by the registered holder or holders Owner thereof or by the his attorney duly appointed legal representative thereof. Upon any such registration of transferauthorized in writing, new Warrant Certificate(s) evidencing such transferred Warrants shall be issued to 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 transfer are to be transferredmay, new Warrant Certificate(s) shall be issued to the holder surrendering such Warrant Certificate(s) evidencing such remaining number of Warrants. (c) Warrant Certificates may be exchanged at the option of the holder(s) Owner thereof, when surrendered to the Issuer at the Warrant Office, be exchanged for another Warrant Certificate or other Warrant an equal aggregate principal amount of Certificates of like tenor the same series and representing in the aggregate a like number maturity, of Warrants. Warrant Certificates surrendered for exchange shall be canceledany other authorized denominations. (d) No charge All Certificates surrendered in any exchange or transfer of Certificates shall forthwith be made for cancelled by the Trustee and destroyed in accordance with the customary procedures of the Trustee. (e) In connection with any such exchange or transfer of Certificates, the Owner requesting such exchange or transfer shall as a condition precedent to the exercise of the privilege of making such exchange except for or transfer, remit to the Trustee an amount sufficient to pay any tax or other governmental charge imposed in connection therewithrequired to be paid with respect to such exchange or transfer. (f) The Trustee may but shall not be obligated to exchange or register the transfer of any Certificate (i) which has been called or selected for call for redemption or (ii) during a period of 15 days preceding the giving of a notice of redemption. Except as provided in Section 13(b) hereofIf the transfer of any Certificate which has been called or selected for call for redemption is registered, each Warrant any notice of redemption which has been given to the transferor shall be binding upon the transferee and a copy of the notice of redemption shall be delivered by the Trustee to the transferee along with the 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 legendCertificates.

Registration, Transfer and Exchange of Certificates. (a) The Issuer shall maintain at the Warrant Office the Warrant Register for registration of the Warrants and Warrant Certificates and transfers transfer thereof. On the date hereof Effective Date, the Issuer shall register the outstanding Warrants and Warrant Certificates in the name of the Warrant Initial Holder. The Issuer may deem and treat the registered holder(s) of the Warrant Certificates as the absolute owner(s) thereof and of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any Personperson) for the purpose of any exercise thereof or any distribution to the holder(sHolder(s) thereof thereof, and for all other purposes, and the Issuer shall not be affected by any notice to the contrary. (b) Subject to Section 13 hereof14, the Issuer shall register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant Certificate(s) evidencing such warrants Warrants to the Issuer at the Warrant Office, accompanied (if so required by it) by a written instrument or instruments of transfer in form reasonably satisfactory to it, duly executed by the registered holder or holders Holder thereof or by the duly appointed legal representative thereof. Upon any such registration of transfer, (i) new Warrant Certificate(s) evidencing such transferred Warrants shall be issued to the transferee(s) and the surrendered Warrant Certificate(s) shall be canceledcanceled and (ii) each such transferee shall be party hereto and shall have the rights and obligations of a Holder hereunder. If less than all the Warrants evidenced by a Warrant Certificate(s) Certificate surrendered for transfer are to be transferred, a new Warrant Certificate(s) Certificate or Certificates shall be issued to the holder Holder surrendering such Warrant Certificate(s) Certificate evidencing such remaining number of Warrants. (c) Warrant Certificates may be exchanged at the option of the holder(sHolder(s) thereof, when surrendered to the Issuer at the Warrant Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled. (d) No charge shall be made for any such transfer or exchange except for any tax or other governmental charge imposed in connection therewith. Except as provided in Section 13(b) hereof14(b), each Warrant Certificate issued upon transfer or exchange shall bear the legend set forth in Section 13(b14(b) hereof if the Warrant Certificate presented for transfer or exchange bore such legend.

Registration, Transfer and Exchange of Certificates. (a) The Issuer shall maintain maintain, at the Warrant Office Office, the Warrant Register for registration of the Warrants and Warrant Certificates and transfers thereof. On the date hereof Closing Date, the Issuer shall register the outstanding Warrants and Warrant Certificates in the Warrant Register in the name of Lender or an Affiliate thereof, as the Warrant Holdercase may be. The Issuer may deem and treat the registered holder(s) holders of the Warrant Certificates as the absolute owner(s) owners thereof and of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any Personperson) for the purpose of any exercise thereof or any distribution to the holder(s) thereof holders thereof, and for all other purposes, and the Issuer shall not be affected by any notice to the contrary. (b) Subject to Section 13 hereof14, the Issuer shall register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant Certificate(s) Certificates evidencing such warrants 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. Upon any such registration of transfer, new Warrant Certificate(s) Certificates evidencing such transferred Warrants shall be issued to the transferee(s) transferee and the surrendered Warrant Certificate(s) Certificates shall be canceled. If less than all the Warrants evidenced by Warrant Certificate(s) Certificates surrendered for transfer are to be transferred, new Warrant Certificate(s) Certificates shall be issued to the holder surrendering such Warrant Certificate(s) Certificates evidencing such remaining number of Warrants. (c) Warrant Certificates may be exchanged at the option of the holder(s) holders thereof, when surrendered to the Issuer at the Warrant Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled. (d) No charge shall be made for any such transfer or exchange except for any tax or other governmental charge imposed in connection therewith. Except as provided in Section 13(bsubsection 14(b) hereof, each Warrant Certificate issued upon transfer or exchange shall bear the legend set forth in Section 13(bsubsection 14(b) hereof if the Warrant Certificate presented for transfer or exchange bore such legend.

Registration, Transfer and Exchange of Certificates. (a) The Issuer At all times during the term of this Agreement, there shall maintain be maintained at the Warrant Office office of the Warrant Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar (located as of the Closing Date at the Corporate Trust Office), shall provide for the registration of the Warrants and Warrant Certificates and of transfers thereof. On the date hereof the Issuer shall register the outstanding Warrants and Warrant exchanges of Certificates in the name of the Warrant Holderas herein provided. The Issuer may deem Certificate Register shall contain the aggregate holdings of Certificates represented by each Regulation S Global Certificate and treat each Domestic Global Certificate. The Trustee is hereby initially appointed (and hereby agrees to act in accordance with the registered holder(sterms hereof) of the Warrant Certificates as the absolute owner(s) thereof and of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any Person) Certificate Registrar for the purpose of any exercise thereof or any distribution registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the holder(s) thereof and for all other purposesDepositor, the Trustee, the Special Servicer and the Issuer Master Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe; provided that the predecessor Certificate Registrar shall not be affected relieved of any of its duties or responsibilities hereunder by any notice reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee (if it is no longer the Certificate Registrar), the Master Servicer and the Special Servicer shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the contraryinformation set forth in the Certificate Register. Upon written request of any Certificateholder made for purposes of communicating with other Certificateholders with respect to their rights under this Agreement, the Certificate Registrar shall promptly furnish such Certificateholder with a list of the other Certificateholders of record identified in the Certificate Register at the time of the request. (b) Subject No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to Section 13 hereofan effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Issuer Initial Purchasers or their respective Affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit F-1 hereto, and a certificate from such Certificateholder’s prospective transferee substantially in the form attached as either Exhibit F-2 hereto, Exhibit F-3 hereto, Exhibit F-4 hereto, Exhibit F-5 hereto or Exhibit F-6 hereto; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based. None of the Depositor, the Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of any outstanding Warrants Non-Registered Certificate without registration or qualification. Any Holder of a Non-Registered Certificate desiring to effect such a transfer shall, and upon acquisition of such a Certificate shall be deemed to have agreed to, indemnify the Trustee, the Certificate Registrar and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. In connection with transfer of the Non-Registered Certificates (other than the Class A-4FL Certificates), the Depositor shall furnish upon request of a Certificateholder or Certificate Owner to such Holder or Certificate Owner and any prospective purchaser designated by such Certificateholder or Certificate Owner the information required to be delivered under paragraph (d)(4) of Rule 144A of the Securities Act. Notwithstanding the foregoing, for so long as any Non-Registered Certificate is a Book-Entry Certificate, (a) each prospective transferor of such Certificate shall be deemed to have represented to the Trustee, the Depositor and the transferee of such Certificate the information set forth on Exhibit F-1 upon or prior to such transfer and (b) each prospective transferee of such Certificate shall be deemed to have represented to the Trustee, the Depositor and the transferor of such Certificate the information set forth on Exhibit F-2, Exhibit F-3, Exhibit F-4, Exhibit F-5 or Exhibit F-6, as applicable, upon or prior to such transfer. In addition, if such prospective transferee is an Institutional Accredited Investor (but not also a Qualified Institutional Buyer), such prospective transferee shall be deemed to have acknowledged that any beneficial interest in a Book-Entry Certificate that is transferred to it is required to be delivered in the Warrant Register upon surrender form of the Warrant Certificate(s) evidencing a Definitive Certificate and shall cease to be an interest in such warrants to the Issuer at the Warrant OfficeBook-Entry Certificate and, accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to itthereafter, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof. Upon any such registration of transfer, new Warrant Certificate(s) evidencing such transferred Warrants shall be issued subject to the transferee(s) all transfer restrictions and the surrendered Warrant Certificate(s) shall be canceled. If less than all the Warrants evidenced by Warrant Certificate(s) surrendered for transfer are other procedures applicable to be transferred, new Warrant Certificate(s) shall be issued to the holder surrendering such Warrant Certificate(s) evidencing such remaining number of WarrantsCertificates in definitive form. (c) Warrant Certificates may be exchanged at the option No transfer of the holder(s) thereof, when surrendered to the Issuer at the Warrant Office, for another Warrant a Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled. (d) No charge any interest therein shall be made for to any “employee benefit plan” subject to Title I of ERISA, any “plan” subject to Section 4975 of the Code or any other retirement plan or other employee benefit plan or arrangement subject to any federal, state, local or other law (“Similar Law”) substantively similar to the foregoing provisions of ERISA or the Code, or any Person directly or indirectly acquiring such Certificate for, on behalf of, or with any assets of any such plan (each, a “Plan”) unless (A) in the case of a Certificate other than a Residual Certificate or a Class Z Certificate, the transferee is an insurance company general account which is eligible for, and satisfies all the requirements for exemptive relief under Sections I and III of Department of Labor Prohibited Transaction Class Exemption 95-60 (“PTE 95-60”) or (B) in the case of a Certificate other than an ERISA Restricted Certificate, a Residual Certificate or a Class Z Certificate, (1) the transferee qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D under the Securities Act, (2) the transferee’s acquisition and holding of such Certificate satisfies all the requirements of and is covered by the Exemptions as in effect at the time of such transfer and (3) in the case of a Class A-4FL Certificate, the Plan fiduciary is a qualified professional asset manager (as defined in PTE 84-14, an in-house asset manager (as defined in PTE 96-23), or exchange except for any tax or other governmental charge imposed a Plan fiduciary with total assets under management of at least $100 million at the time the Certificate is acquired. Each Person who acquires a Certificate in connection therewith. Except Definitive Certificate form shall be required to certify in writing in the form attached as provided Exhibit G hereto that it meets the foregoing conditions and that it will not transfer such Certificate in Section 13(b) hereofviolation of the foregoing, and each Warrant Person who acquires a Certificate issued upon in Book-Entry Certificate form shall be deemed to have represented that the foregoing conditions are satisfied and that it will not transfer or exchange shall bear such Certificate in violation of the legend set forth in Section 13(b) hereof if the Warrant Certificate presented for transfer or exchange bore such legendforegoing.

Registration, Transfer and Exchange of Certificates. (a) The Issuer shall maintain maintain, at the Warrant Office Office, the Warrant Register for registration of the Warrants and Warrant Certificates and transfers thereof. On the date hereof Closing Date, the Issuer shall register the outstanding Warrants and Warrant Certificates in the Warrant Register in the name of the Warrant HolderHolders. The Issuer may deem and treat the registered holder(s) holders of the Warrant Certificates as the absolute owner(s) owners thereof and of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any Personperson) for the purpose of any exercise thereof or any distribution to the holder(s) thereof holders thereof, and for all other purposes, and the Issuer shall not be affected by any notice to the contrary. (b) Subject to Section 13 hereof14, the Issuer shall register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant Certificate(s) Certificates evidencing such warrants 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. Upon any such registration of transfer, new Warrant Certificate(s) Certificates evidencing such transferred Warrants shall be issued to the transferee(s) transferee and the surrendered Warrant Certificate(s) Certificates shall be canceled. If less than all the Warrants evidenced by Warrant Certificate(s) Certificates surrendered for transfer are to be transferred, new Warrant Certificate(s) Certificates shall be issued to the holder surrendering such Warrant Certificate(s) Certificates evidencing such remaining number of Warrants. (c) Warrant Certificates may be exchanged at the option of the holder(s) holders thereof, when surrendered to the Issuer at the Warrant Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled. (d) No charge shall be made for any such transfer or exchange except for any tax or other governmental charge imposed in connection therewith. Except as provided in Section 13(bsubsection 14(b) hereof, each Warrant Certificate issued upon transfer or exchange shall bear the legend set forth in Section 13(bsubsection 14(b) hereof if the Warrant Certificate presented for transfer or exchange bore such legend.

Registration, Transfer and Exchange of Certificates. (a) The Issuer Company shall maintain maintain, at the Warrant Office Office, the Warrant Register for registration of the Warrants and Warrant Certificates and transfers thereof. On the date hereof Closing Date, the Issuer Company shall register the outstanding Warrants and Warrant Certificates in the Warrant Register in the name of the Warrant Holder. The Issuer Company may deem and treat the registered holder(s) holders of the Warrant Certificates as the absolute owner(s) owners thereof and of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any Person) for the purpose of any exercise thereof or any distribution to the holder(s) thereof holders thereof, and for all other purposes, and the Issuer Company shall not be affected by any notice to the contrary. (b) Subject to Section 13 hereof13, the Issuer Company shall register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant Certificate(s) Certificates evidencing such warrants Warrants to the Issuer Company 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. Upon any such registration of transfer, new Warrant Certificate(s) Certificates evidencing such transferred Warrants shall be issued to the transferee(s) transferee, and the surrendered Warrant Certificate(s) Certificates shall be canceled. If less than all the Warrants evidenced by Warrant Certificate(s) Certificates surrendered for transfer are to be transferred, new Warrant Certificate(s) Certificates shall be issued to the holder surrendering such Warrant Certificate(s) Certificates evidencing such remaining number of Warrants. (c) Warrant Certificates may be exchanged at the option of the holder(s) holders thereof, when surrendered to the Issuer Company at the Warrant Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing representing, in the aggregate aggregate, a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled. (d) No charge shall be made for any such transfer or exchange exchange, except for any tax or other governmental charge imposed in connection therewith. 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.

Registration, Transfer and Exchange of Certificates. (a) The Issuer Company shall maintain maintain, at the Warrant Office Office, the Warrant Register for registration of the Warrants and Warrant Certificates and transfers thereof. On the date hereof Closing Date, the Issuer Company shall register the outstanding Warrants and Warrant Certificates in the Warrant Register in the name of the Warrant Holder. The Issuer Company may deem and treat the registered holder(s) holders of the Warrant Certificates as the absolute owner(s) owners thereof and of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any Person) for the purpose of any exercise thereof or any distribution to the holder(s) thereof holders thereof, and for all other purposes, and the Issuer Company shall not be affected by any notice to the contrary. (b) Subject to Section 13 hereof13, the Issuer Company shall register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant Certificate(s) Certificates evidencing such warrants Warrants to the Issuer Company at the Warrant Office, accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to itthe Company, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof. Upon any such registration of transfer, new Warrant Certificate(s) Certificates evidencing such transferred Warrants shall be issued to the transferee(s) transferee, and the surrendered Warrant Certificate(s) Certificates shall be canceled. If less than all the Warrants evidenced by Warrant Certificate(s) Certificates surrendered for transfer are to be transferred, new Warrant Certificate(s) Certificates shall be issued to the holder surrendering such Warrant Certificate(s) Certificates evidencing such remaining number of Warrants. (c) Warrant Certificates may be exchanged at the option of the holder(s) holders thereof, when surrendered to the Issuer Company at the Warrant Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing representing, in the aggregate aggregate, a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled. (d) No charge shall be made for any such transfer or exchange exchange, except for any tax or other governmental charge imposed in connection therewith. 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.

Registration, Transfer and Exchange of Certificates. (a) The Issuer shall maintain maintain, at the Warrant Office Office, the Warrant Register for registration of the Warrants and Warrant Certificates and transfers thereof. On the date hereof Closing Date, the Issuer shall register the outstanding Warrants and Warrant Certificates in the Warrant Register in the name of Creditanstalt or an Affiliate thereof, as the Warrant Holdercase may be. The Issuer may deem and treat the registered holder(s) holders of the Warrant Certificates as the absolute owner(s) owners thereof and of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any Personperson) for the purpose of any exercise thereof or any distribution to the holder(s) thereof holders thereof, and for all other purposes, and the Issuer shall not be affected by any notice to the contrary. (b) Subject to Section 13 hereof14, the Issuer shall register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant Certificate(s) Certificates evidencing such warrants 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. Upon any such registration of transfer, new Warrant Certificate(s) Certificates evidencing such transferred Warrants shall be issued to the transferee(s) transferee and the surrendered Warrant Certificate(s) Certificates shall be canceled. If less than all the Warrants evidenced by Warrant Certificate(s) Certificates surrendered for transfer are to be transferred, new Warrant Certificate(s) Certificates shall be issued to the holder surrendering such Warrant Certificate(s) Certificates evidencing such remaining number of Warrants. (c) Warrant Certificates may be exchanged at the option of the holder(s) holders thereof, when surrendered to the Issuer at the Warrant Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled. (d) No charge shall be made for any such transfer or exchange except for any tax or other governmental charge imposed in connection therewith. Except as provided in Section 13(bsubsection 14(b) hereof, each Warrant Certificate issued upon transfer or exchange shall bear the legend set forth in Section 13(bsubsection 14(b) hereof if the Warrant Certificate presented for transfer or exchange bore such legend.

Registration, Transfer and Exchange of Certificates. (a) The Issuer shall maintain maintain, at the Warrant Office Office, the Warrant Register for registration of the Warrants and represented by the Warrant Certificates and transfers thereof. On the date hereof Closing Date, the Issuer shall register the outstanding Warrants and represented by Warrant Certificates in the Warrant Register in the name of BACCFI or an Affiliate thereof, as the Warrant Holdercase may be. The Issuer may deem and treat the registered holder(s) holders of the Warrant Certificates as the absolute owner(s) owners thereof and of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any Personperson) for the purpose of any exercise thereof or any distribution to the holder(s) thereof holders thereof, and for all other purposes, and the Issuer shall not be affected by any notice to the contrary. (b) Subject to Section 13 hereof14, the Issuer shall register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant Certificate(s) Certificates evidencing such warrants 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. Upon any such registration of transfer, new Warrant Certificate(s) Certificates evidencing such transferred Warrants shall be issued to the transferee(s) transferee and the surrendered Warrant Certificate(s) Certificates shall be canceled. If less than all the Warrants evidenced by Warrant Certificate(s) Certificates surrendered for transfer are to be transferred, new Warrant Certificate(s) Certificates shall be issued to the holder surrendering such Warrant Certificate(s) Certificates evidencing such remaining number of Warrants. (c) Warrant Certificates may be exchanged at the option of the holder(s) holders thereof, when surrendered to the Issuer at the Warrant Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled. (d) No charge shall be made for any such transfer or exchange except for any tax or other governmental charge imposed in connection therewith. Except as provided in Section 13(bsubsection 14(b) hereof, each Warrant Certificate issued upon transfer or exchange shall bear the legend set forth in Section 13(bsubsection 14(b) hereof if the Warrant Certificate presented for transfer or exchange bore such legend.

Registration, Transfer and Exchange of Certificates. (a) The Issuer All Certificates issued hereunder shall maintain at be negotiable, subject to the Warrant Office the Warrant Register provisions for registration and transfer thereof contained herein or in the Certificates. (b) Each Certificate shall be transferable only upon the registration books maintained by the Trustee, by the Owner thereof in person or by his attorney duly authorized in writing, upon surrender thereof together with a written instrument of transfer satisfactory to the Warrants Trustee duly executed by the Owner thereof or his duly authorized attorney. Upon surrender for transfer of any Certificate, the Trustee shall execute and Warrant Certificates and transfers thereof. On the date hereof the Issuer shall register the outstanding Warrants and Warrant Certificates deliver, in the name of the Warrant Holder. The Issuer may deem and treat the registered holder(s) transferee, one or more new Certificates, of the Warrant Certificates same aggregate principal amount and maturity as the absolute owner(s) thereof and of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any Person) for the purpose of any exercise thereof or any distribution to the holder(s) thereof and for all other purposes, and the Issuer shall not be affected by any notice to the contrarysurrendered Certificate. (bc) Subject to Section 13 hereofAny Certificate, the Issuer shall register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant Certificate(s) evidencing such warrants thereof to the Issuer at the Warrant Office, accompanied (if so required by it) by a Trustee together with written instrument or instruments of transfer in form instructions satisfactory to itthe Trustee, duly executed by the registered holder or holders Owner thereof or by the his attorney duly appointed legal representative thereof. Upon any such registration of transferauthorized in writing, new Warrant Certificate(s) evidencing such transferred Warrants shall be issued to 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 transfer are to be transferredmay, new Warrant Certificate(s) shall be issued to the holder surrendering such Warrant Certificate(s) evidencing such remaining number of Warrants. (c) Warrant Certificates may be exchanged at the option of the holder(s) Owner thereof, when surrendered to be exchanged for an equal aggregate principal amount of Certificates with the Issuer at the Warrant Office, for another Warrant Certificate or same maturity of any other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceledauthorized denominations. (d) No charge All Certificates surrendered in any exchange or transfer of Certificates shall forthwith be made for cancelled by the Trustee and destroyed in accordance with the customary procedures of the Trustee. (e) In connection with any such exchange or transfer of Certificates, the Owner requesting such exchange or transfer shall as a condition precedent to the exercise of the privilege of making such exchange except for or transfer, remit to the Trustee an amount sufficient to pay any tax or other governmental charge imposed in connection therewithrequired to be paid with respect to such exchange or transfer. (f) The Trustee may but shall not be obligated to exchange or register the transfer of any Certificate (i) which has been called or selected for call for redemption or (ii) during a period of 15 days preceding the giving of a notice of redemption. Except as provided in Section 13(b) hereofIf the transfer of any Certificate which has been called or selected for call for redemption is registered, each Warrant any notice of redemption which has been given to the transferor shall be binding upon the transferee and a copy of the notice of redemption shall be delivered by the Trustee to the transferee along with the 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 legendCertificates.

Registration, Transfer and Exchange of Certificates. (a) The Issuer shall maintain maintain, at the Warrant Office Office, the Warrant Register for registration of the Warrants and Warrant Certificates and transfers thereof. On the date hereof Closing Date, the Issuer shall register the outstanding Warrants and Warrant Certificates in the Warrant Register in the name of Lender or an Affiliate thereof, as the Warrant Holdercase may be. The Issuer may deem and treat the registered holder(s) holders of the Warrant Certificates as the absolute owner(s) owners thereof and of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any Personperson) for the purpose of any exercise thereof or any distribution to the holder(s) thereof holders thereof, and for all other purposes, and the Issuer shall not be affected by any notice to the contrary. (b) Subject to Section 13 hereof14, the Issuer shall register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant Certificate(s) Certificates evidencing such warrants 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. Upon any such registration of transfer, new Warrant Certificate(s) Certificates evidencing such transferred Warrants shall be issued to the transferee(s) transferee and the surrendered Warrant Certificate(s) Certificates shall be canceled. If less than all the Warrants evidenced by Warrant Certificate(s) Certificates surrendered for transfer are to be transferred, new Warrant Certificate(s) Certificates shall be issued to the holder surrendering such Warrant Certificate(s) Certificates evidencing such remaining number of Warrants. (c) Warrant Certificates may be exchanged at the option of the holder(s) holders thereof, when surrendered to the Issuer at the Warrant Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled. (d) No charge shall be made for any such transfer or exchange except for any tax or other governmental charge imposed in connection therewiththerewith which shall be paid by the Warrant Holder. Except as provided in Section 13(b) hereofsubsection 14(b), each Warrant Certificate issued upon transfer or exchange shall bear the legend set forth in Section 13(bsubsection 14(b) hereof if the Warrant Certificate presented for transfer or exchange bore such legend.

Registration, Transfer and Exchange of Certificates. (a) The Issuer shall maintain at the Warrant Office the Warrant Register for registration of the Warrants and Warrant Certificates and transfers thereof. On the date hereof Closing Date, the Issuer shall register the outstanding Warrants and Warrant Certificates in the Warrant Register in the name of Holder (or, upon compliance with the Warrant Holdertransfer provisions of Section 4, an Affiliate thereof). The Issuer may deem and treat the registered holder(s) holders of the Warrant Certificates as the absolute owner(s) owners thereof and of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any Person) for the purpose of any exercise thereof or any distribution to the holder(s) thereof holders thereof, and for all other purposes, and the Issuer shall not be affected by any notice to the contrary. (b) Subject to Section 13 hereof15, the Issuer shall promptly register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant Certificate(s) Certificates evidencing such warrants Warrants to the Issuer at the Warrant Office, accompanied (if so required by it) by a written instrument or instruments of transfer in form reasonably satisfactory to itit and its legal counsel, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof. Upon any such registration of transfer, new Warrant Certificate(s) Certificates evidencing such transferred Warrants shall be issued to the transferee(s) transferee and the surrendered Warrant Certificate(s) Certificates shall be canceled. If less than all the Warrants evidenced by Warrant Certificate(s) Certificates surrendered for transfer are to be transferred, new Warrant Certificate(s) shall be issued to the holder surrendering such Warrant Certificate(s) Certificates evidencing such remaining number of Warrants. (c) Warrant Certificates may be exchanged at the option of the holder(s) holders thereof, when surrendered to the Issuer at the Warrant Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled. (d) No charge shall be made for any such transfer or exchange except for any tax or other governmental charge imposed in connection therewith. Except as provided in Section 13(b) hereofsubsection 15(b), each Warrant Certificate issued upon transfer or exchange shall bear the legend set forth in Section 13(bsubsection 15(b) hereof if the Warrant Certificate presented for transfer or exchange bore such legend.

Registration, Transfer and Exchange of Certificates. (a) 4.1 The Issuer shall maintain at the Warrant Office the Warrant Register for registration of the Warrants and the Warrant Certificates and transfers thereof. On the date hereof Closing Date, the Issuer shall register the outstanding Warrants and the Warrant Certificates in the Warrant Register in the name of the Warrant HolderHolder or an Affiliate thereof, as the case may be. The Issuer may deem and treat the registered holder(s) Warrant Holders as the absolute owners of the Warrant Certificates as the absolute owner(s) thereof and of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any Person) for the purpose of any exercise thereof or any distribution to the holder(s) thereof holders thereof, and for all other purposes, and the Issuer shall not be affected by any notice to the contrary. (b) 4.2 Subject to Section 13 hereofSECTION 14, the Issuer shall register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant Certificate(s) Certificates evidencing such warrants Warrants to the Issuer at the Warrant Office, accompanied (if so reasonably required by itthe Issuer) by a written instrument or instruments of transfer in form reasonably satisfactory to itthe Issuer, duly executed by the registered holder or holders thereof Warrant Holder(s) or by the duly appointed legal representative thereof. Upon any such registration of transfer, new Warrant Certificate(s) Certificates evidencing such transferred Warrants shall be issued to the transferee(s) transferee and the surrendered Warrant Certificate(s) Certificates shall be canceled. If less fewer than all the Warrants evidenced by Warrant Certificate(s) Certificates surrendered for transfer are to be transferred, new Warrant Certificate(s) evidencing such remaining number of Warrants shall be issued to the holder surrendering such Warrant Certificate(s) evidencing such remaining number of WarrantsCertificates. (c) 4.3 Warrant Certificates may be exchanged at the option of the holder(s) thereofWarrant Holders, when surrendered to the Issuer at the Warrant Office, for another Warrant Certificate or other Warrant Certificates Certificate(s) of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled. (d) 4.4 No charge shall be made for any such transfer or exchange except for any tax or other governmental charge imposed on the Warrant Holder in connection therewith. Except as provided in Section 13(b) hereofSECTION 14, each Warrant Certificate issued upon transfer or exchange shall bear the legend set forth in Section 13(b) hereof SECTION 14.2 if the Warrant Certificate presented for transfer or exchange bore such legend.

Registration, Transfer and Exchange of Certificates. The Indenture Trustee agrees with the Owner Trustee that the Indenture Trustee shall keep a register (aherein sometimes referred to as the "Certificate ----------- Register") in which provisions shall be made for the registration of -------- Certificates and TRUST INDENTURE 36 the registration of transfers of Certificates. The Issuer Certificate Register shall maintain be kept at the Warrant Corporate Trust Office of the Warrant Register Indenture Trustee or at the office of any successor indenture trustee, and the Indenture Trustee is hereby appointed "Certificate Registrar" for the purpose of registering Certificates and transfers of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at the Warrants Corporate Trust Office, the Owner Trustee shall execute, and Warrant Certificates the Indenture Trustee shall authenticate and transfers thereof. On the date hereof the Issuer shall register the outstanding Warrants and Warrant Certificates deliver, in the name of the Warrant Holder. The Issuer may deem and treat the registered holder(s) designated transferee or transferees, one or more new Certificates of the Warrant Certificates as same Series dated the absolute owner(s) thereof Closing Date and of a like aggregate principal amount. At the Warrants represented thereby (notwithstanding any notation option of ownership or the Certificate Holder, its Certificates may be exchanged for other writing on Certificates of the Warrant Certificates made by any Person) for the purpose same Series and of any exercise thereof or any distribution to the holder(s) thereof and for all other purposesauthorized denominations, and the Issuer shall not be affected by any notice to the contrary. (b) Subject to Section 13 hereofof a like aggregate principal amount, the Issuer shall register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant Certificate(s) evidencing such warrants Certificates 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. Upon any such registration of transfer, new Warrant Certificate(s) evidencing such transferred Warrants shall be issued to 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 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 Warrants. (c) Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Issuer at the Warrant Corporate Trust Office, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Warrant Certificates surrendered for exchange shall be canceled. (d) No charge shall be made for any such transfer or exchange except for any tax or other governmental charge imposed in connection therewith. Except as provided in Section 13(b) hereof, each Warrant Each new Certificate issued upon transfer or exchange shall bear be in a principal amount of at least $500,000 (except as may be necessary to evidence the legend set forth in Section 13(b) hereof if entire outstanding principal amount of a Certificate). Whenever any Certificates are so surrendered for exchange, the Warrant Owner Trustee shall execute, and the Indenture Trustee shall authenticate and deliver, the Certificates of the relevant Series which the Certificate presented for Holder making the exchange is entitled to receive. All Certificates issued upon any registration of transfer or exchange bore of Certificates shall be the valid obligations of the Owner Trustee evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Certificates surrendered upon such legendregistration of transfer or exchange. Every Certificate presented or surrendered for registration of transfer or exchange, shall (if so required by the Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by the Certificate Holder thereof or his attorney duly authorized in writing, and the Indenture Trustee may require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act. The Indenture Trustee shall make a notation on each new Certificate or Certificates of the amount of all payments of principal previously made on the old Certificate or Certificates with respect to which such new Certificate is issued and the date to which interest accrued on such old Certificate or Certificates has been paid. The Indenture Trustee shall not be required to register the transfer of or exchange any surrendered Certificates as above provided during the five calendar day period preceding TRUST INDENTURE the due date of any payment on such Certificates. Any Certificate Holder may transfer any or all of its Certificates to any Person other than the Lessee or its Affiliates. The Owner Trustee and the Indenture Trustee shall treat the Person in whose name each Certificate is registered on the Certificate Register as the Certificate Holder with respect thereto for all purposes hereof until due presentment for registration of transfer as provided in this Section 2.08. The Indenture Trustee shall give the Lessee and each Certificate Holder notice of such transfer of a Certificate under this Section 2.08.