Common use of Transfer of Certificates Clause in Contracts

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that (i) such transferee is either an Affiliate of the Depositor or a Qualified Institutional Buyer, (ii) the Owner Trustee and the Issuer receive an Opinion of Counsel stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes, and (iii) such Certificate may not be acquired by or for the account of or with the assets of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, and is not purchasing the Certificate (or any interest therein) on behalf of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in (iii) and (iv) above is met and shall incur no liability to any Person in the event the Holder of a Certificate does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate, register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder provides. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S Corporation (within the meaning of Section 1361(a)(1) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code. (f) No transfer shall be permitted unless the transferee that would be the beneficial owner of the interest in the Certificate is a “United States person” (as defined in Code section 7701(a)(30)) and shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying that it is a United States person and not subject to backup withholding. Neither the Owner Trustee nor the Issuer shall recognize any purchase or transfer of Certificates that are to a Person other than a United States person. (g) No transfer will be required to be registered under the Securities Act.

Transfer of Certificates. (a) Any Certificateholder may assign, convey No transfer of a Certificate shall be made unless (I) such transfer (x) is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or otherwise (y) is exempt from the registration requirements under the Securities Act and such state securities laws and (II) such transfer all is to a Person that satisfies the requirements of paragraph (a)(2)(i) or (a)(2)(ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. (b) Each prospective purchaser of its righta Non-Registered Certificate not held in book-entry form (other than with respect to the initial transfer of any such Certificate by the Transferor) shall deliver a completed and duly executed Transferee's Certificate (in the form of Exhibit C hereto for "qualified institutional buyers" as defined in Rule 144A of the Securities Act ("Rule 144A") or Exhibit D hereto for "accredited investors" as defined in Rule 501(a)(1), title (2), (3) or (7) of Regulation D promulgated under the Securities Act) to the Owner Trustee and to the Transferor for inspection prior to effecting any requested transfer. Each prospective seller of a Non-Registered Certificate (other than with respect to the initial transfer of any such Certificate by the Transferor) shall deliver a completed and duly executed Transferor's Certificate (in the form of Exhibit E hereto) to the Owner Trustee for inspection prior to effecting any requested transfer. The Transferor and the Owner Trustee may conclusively rely upon the information contained in any such Transferee's Certificate or Transferor's Certificate in the absence of actual knowledge to the contrary. (c) In connection with any transfer, the Owner Trustee may (except in the case of (x) the initial transfer of any such Certificate by the Transferor, (y) a transfer to a "qualified institutional buyer" who delivers a Transferee's Certificate in the form of Exhibit C hereto, or (z) a transfer to a "accredited investor" who delivers a Transferee's Certificate in the form of Exhibit D hereto) require an opinion of counsel satisfactory to the Owner Trustee and the Transferor to the effect that such transfer may be effected without registration under the Securities Act, which opinion of counsel, if so required, shall be addressed to the Transferor and the Owner Trustee and shall be secured at the expense of the holder of a Certificate. The Owner Trustee may conclusively rely upon the representation of any purchaser made to the Owner Trustee, and upon such opinion of counsel, and shall be fully protected in so doing. (d) No transfer of a Certificate shall be made to any Person unless the Owner Trustee has received a certificate (substantially in the form of Exhibit F hereto) from such transferee to the effect that such transferee is not a Plan, and is not acting on behalf of or investing the assets of a Plan. The preparation and delivery of the certificate referred to above shall not be an expense of the Trust, the Owner Trustee or the Transferor but shall be borne by the transferee. Each transferee of a beneficial ownership interest in a book-entry Certificate shall be deemed to represent that it is not a Plan and is not acting on behalf of or investing the related Certificate; provided, assets of a Plan. (e) No transfer of a Certificate shall be made to any Person unless the Owner Trustee and Transferor have received a certificate (substantially in the form of Exhibit G hereto) from such transferee to the effect that (i) such transferee is either an Affiliate of the Depositor acquiring such certificate for its own behalf and is not acting as agent or a Qualified Institutional Buyercustodian for any other Person or entity in connection with such acquisition, (ii) if the Owner Trustee and the Issuer receive an Opinion of Counsel stating thattransferee is a partnership, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (grantor trust or a publicly traded partnership) taxable as a S corporation for federal income tax purposespurposes (a "Flow Through Entity"), any certificate (and interest in the Trust in the aggregate) owned by such Flow Through Entity will represent less than 50% of the value of the assets owned by such Flow Through Entity and no special allocation of income, gain, loss, deduction or credit from such certificate will be made among the beneficial owners of such Flow Through Entity, and (iii) such Certificate may not be acquired by or for the account of or with the assets of (x) transferee is a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (States Person within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, and is not purchasing the Certificate (or any interest therein) on behalf of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in (iii) and (iv) above is met and shall incur no liability to any Person in the event the Holder of a Certificate does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate, register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder provides. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S Corporation (within the meaning of Section 1361(a)(1) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code. (f) No transfer transfer, pledge or encumbrance of the Class R Certificate shall be permitted made to any Person unless the transferee that would be the beneficial owner (A) such Person is a Rated Entity, a Bankruptcy Remote Entity or a statutory trust established under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. ss. 3801 et seq. that is a Bankruptcy Remote Entity, or (B) such pledge is made to GCFP pursuant to the Credit and Security Agreement; provided, however, that in the event GCFP forecloses on its security interest in the Class R Certificate, the Class R Certificate is a “United States person” (as defined may be registered in Code section 7701(a)(30)) and shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original name of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying that it is a United States person and not subject to backup withholding. Neither the Owner Trustee nor the Issuer shall recognize any purchase or transfer of Certificates that are to a Person other than that is not a United States personBankruptcy Remote Entity for a period not to exceed two (2) Business Days. Each Certificate shall at all times be registered in the name of a single holder. (g) No transfer will be required to be The Certificates shall bear legends stating that they have not been registered under the Securities ActAct and are subject to the restrictions on transfer described herein. By purchasing a Certificate, each purchaser shall be deemed to have agreed to these restrictions on transfer. (h) In order to preserve the exemption for resales and transfers provided by Rule 144A, the Transferor shall provide to any Holder of a Non-Registered Certificate and any prospective purchaser designated by such Holder, upon request of such Holder or such prospective purchaser, such information required by Rule 144A as will enable the resale of such Non-Registered Certificate to be made pursuant to Rule 144A. The Owner Trustee shall cooperate with the Transferor in providing the Transferor such information regarding the Non-Registered Certificates, the Trust Assets and other matters regarding the Trust as the Transferor shall reasonably request to meet its obligations under the preceding sentence. (i) Notwithstanding any provision of this Agreement to the contrary, any transfer of Certificates that causes the total number of beneficial owners of Certificates to exceed ninety-nine (99) shall be null and void and the Certificate Register shall be amended to reflect such voided transfer.

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that that: (i) (a) such transferee is either an Affiliate of the Depositor or (b) (1) is a Qualified Institutional Buyer, (2) is aware that the sale or resale of the Certificates to it is being made in reliance on the exemption from registration provided by Rule 144A, and (3) is acquiring the Certificates for its own account or for one or more accounts, each of which is a Qualified Institutional Buyer, and as to each of which the owner exercises sole investment discretion; (ii) such transferee understands that the Certificates will bear the applicable legends set forth in Section 3.5(h); (iii) such transferee understands that the Certificates are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, none of the Certificates have been or will be registered under the Securities Act, and, if in the future the transferee decides to offer, resell, pledge or otherwise transfer the Certificates, such Certificates may be offered, resold, pledged or otherwise transferred solely in accordance with this Agreement and the applicable legend on such Certificates set forth below; (iv) such transferee understands that an investment in the Certificates involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances. The transferee has had access to such financial and other information concerning the Issuer and the Certificates as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Certificates. The transferee has such knowledge and experience in financial and business matters that the transferee is capable of evaluating the merits and risks of its investment in the Certificates, and the transferee and any accounts for which it is acting are each able to bear the economic risk of the holder’s or of such investment; (v) such transferee will not offer, transfer, pledge, sell or otherwise dispose of the Certificates or any interest in the Certificates to any Person in any manner, or solicit any offer to buy, transfer, pledge or otherwise dispose of the Certificates or any interest in the Certificates from any Person in any manner, or make any general solicitation by means of general advertising or in any other manner, or take any other action that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or any other applicable securities laws or require registration pursuant thereto, and will not authorize any Person to act on its behalf, in such manner with respect to the Certificates; (vi) the Owner Trustee and the Issuer receive an Opinion determine (based on the advice of Counsel stating that, in counsel or such other information as they deem necessary or advisable) that the opinion transfer complies with the requirements of such counsel, such transfer will not cause the Issuer to be treated as an association clauses (or a publicly traded partnershipd) taxable as a corporation for federal income tax purposes, and (iiif) of this Section 3.5; (vii) such Certificate may not be acquired by or for the account of or with the assets of a Benefit Plan or a governmental, church, non-U.S. or other plan which is subject to any Similar Law; (xviii) unless such transferee is an Affiliate of the Depositor, the transferee provides a Certificate Investor Representation Letter substantially in the form of Exhibit B; and (ix) such transferee acknowledges that the Issuer, the Owner Trustee and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties and agreements in this Section 3.5 and agrees that if any of the acknowledgements, representations, warranties or agreements made by it in connection with its purchase of the Certificates are no longer accurate, the transferee will promptly notify the Issuer and the Owner Trustee. Each Certificateholder will represent and warrant that it is not (and will not be) a Benefit Plan or (y) any governmental plana governmental, church, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that plan which is subject to any Similar Law; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, Law and is not purchasing the (and will not be) accepting or holding such Certificate (or any interest therein) on behalf of (x) or with assets of a Benefit Plan or (y) any governmental plana governmental, non-U.S. plan, or church plan, other employee benefit plan or other retirement arrangement that which is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in clause (iii) and (ivvi) above is met and shall incur no liability to any Person in the event the Holder of a Certificate Certificateholder does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the CertificateCertificates, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer Percentage Interest evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5Section. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by (a) a written instrument of transfer in the form of the “Assignment” attached to the Form of Certificate attached hereto as Exhibit A and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require, (b) an executed direction letter regarding registration of such transfer in the form attached hereto as Exhibit D, and (c) the documents required by Sections 3.5(a)(viii) and 3.5(f) hereof. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest Percentage Interest in the Issuer in the Certificate, register Certificate Register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder providesPercentage Interest. In the event a transferor transfers only a portion of its beneficial interest in the IssuerPercentage Interest, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage Percentage Interest and shall issue, execute and deliver to such transferee a new Certificate evidencing such transferee’s Percentage Interest. Subsequent to each transfer of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoeverwhatsoever (other than for purposes of clauses (d) and (e) of this Section 3.5), the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer Percentage Interest evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have has certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, and any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the CertificatesCertificates and the Retained Notes. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the CertificatesCertificates and the Retained Notes, each Person indirectly owning an interest in a Certificate (or a Retained Note) through a partnership (including any entity treated as a partnership for United States federal income tax purposes), a grantor trust trust, an S corporation or an S Corporation entity wholly owned and disregarded as separate from (within the meaning of Treasury Regulation Section 1361(a)(1301.7701-3) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) foregoing (each such entity, a “flow-through entity”) shall be treated as a Certificateholder (or as a Holder of a Retained Note), as applicable, unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same such transfer is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section Code section 7704 of the Code and any proposed, temporary or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Codefinal Treasury regulations thereunder. (f) No transfer Each transferee shall provide a certification of non-foreign status, in such form as may be permitted unless requested by the transferee Seller or the Owner Trustee (e.g., IRS Form W-9), signed under penalties of perjury (and such other certification, representations or opinion of counsel as may be requested by the Seller or the Owner Trustee), or other information or documentation requested by the Seller or the Owner Trustee to determine, in its sole discretion, that would payments on such Certificates will not be the beneficial owner subject to withholding under U.S. tax law. (g) If a Responsible Officer of the Owner Trustee becomes aware that (1) a transfer or attempted or purported transfer of any Certificate or interest therein was consummated in compliance with the Certificate is provisions of this Section 3.5 on the basis of a “United States person” materially incorrect certification from the transferor or purported transferee, (as defined in Code section 7701(a)(30)2) and shall a transferee failed to deliver to the Owner Trustee and the Administrator a properly completed and duly executed original certificate required to be delivered under Section 3.5(a)(viii) or (3) the Certificateholder of U.S. Internal Revenue Service form W-9 (any Certificate or applicable successor form) certifying that it interest therein is a United States person and not subject to backup withholding. Neither in material breach of any representation or agreement set forth in any certificate or any deemed representation or agreement of such Certificateholder, the Owner Trustee nor will direct the Issuer Certificate Registrar not to register such attempted or purported transfer and, if a transfer has been registered, such transfer shall recognize be absolutely null and void ab initio and shall not operate to transfer any purchase or rights to the purported transferee (such purported transferee, a “Disqualified Transferee”) and the last preceding Certificateholder of such Certificateholder that was not a Disqualified Transferee shall be restored to all rights as a Certificateholder thereof retroactively to the date of the purported transfer of Certificates that are to a Person other than a United States personsuch Certificate by such Certificateholder. (gh) No Each Certificate will bear a legend to the following effect: “THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS AND ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A.” (i) In the event Section 5.3(b) should apply to this Agreement, each transferee (including each purchaser and subsequent transferee as a condition precedent to any transfer of the Certificate) and, if different, each beneficial owner of a Certificate shall promptly provide the Issuer, Depositor and Administrator any reasonably requested information, documentation or material to enable the Issuer to make any of the elections described in Section 5.3(b) and otherwise comply with Sections 6221 through 6241 of the Code (as amended by the Bipartisan Budget Act of 2015, P.L. No. 114-74). Each Certificateholder (including each purchaser and subsequent transferee as a condition precedent to any transfer of the Certificate) and, if different, each beneficial owner of a Certificate shall hold the Issuer and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (as amended by the Bipartisan Budget Act of 2015, P.L. No. 114-74) and (ii) attributable to the good faith management or defense of an audit under Sections 6221 through 6241 of the Code (as amended by the Bipartisan Budget Act of 2015, P.L. No. 114-74) or otherwise suffered due to actions the Issuer and its affiliates take in good faith with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (as amended by the Bipartisan Budget Act of 2015, P.L. No. 114-74). (j) As of the effective date of this Agreement, the Depositor intends to retain the Certificates. Although there is no present intent to effect any subsequent transfer of the Certificates, in the event that the Depositor did intend to transfer any of the Certificates to a third party, the parties to this Agreement pursuant to Section 11(f) will be required amend the transfer provisions in this Section 3.5 as necessary to be registered prevent any application of the Treasury Regulations under Section 385 of the Securities ActCode (including any subsequent or successor provision) that would result in the recharacterization of any of the Notes as equity.

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in The VT Certificates shall be transferable on the related Certificate; provided, that (i) such transferee is either an Affiliate books of the Depositor or a Qualified Institutional Buyer, (ii) the Owner Voting Trustee and the Issuer receive an Opinion of Counsel stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes, and (iii) such Certificate may not be acquired by or for the account of or with the assets of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, and is not purchasing the Certificate (or any interest therein) on behalf of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in (iii) and (iv) above is met and shall incur no liability to any Person in the event the Holder of a Certificate does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder holder thereof, either in person or by his attorney thereto duly authorized in writing authorized, upon surrender of the Certificate thereof according to the Owner Trustee accompanied rules established for that purpose by a written instrument of transfer the Voting Trustee; and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Voting Trustee may reasonably require. Promptly upon treat the receipt registered holder of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee a VT Certificate as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate, register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder provides. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, owner thereof for all purposes whatsoever, but the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Voting Trustee shall not be obligated required to register any transfer deliver certificates representing the Stock without the surrender of the VT Certificates issued in respect of such Stock. Every transferee of a VT Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein includingor VT Certificates issued hereunder, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (the rights under such VT Certificates, or of all or any economic interest therein)part of the rights related to the shares of Stock represented by such VT Certificates shall, whether by the acceptance thereof, become a party to another Certificateholder or to a Person who is not a Certificateholder, this Agreement and shall be effective, and, bound by the terms and provisions of this Agreement to the fullest same full extent permitted by law, any as if such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of person were an interest in the Certificatesoriginal party hereto. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S Corporation (within the meaning of Section 1361(a)(1) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code. (f) No transfer shall be permitted unless the transferee that would be the beneficial owner of the interest in the Certificate is a “United States person” (as defined in Code section 7701(a)(30)) and shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying that it is a United States person and not subject to backup withholding. Neither the Owner Trustee nor the Issuer shall recognize any purchase or transfer of The VT Certificates that are to a Person other than a United States person. (g) No transfer will be required to be issued hereunder have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state, including Illinois, in reliance on exemptions contained therein. The Stockholders represent that they are acquiring the VT Certificates to be issued to them hereunder for their own account and for investment purposes only, and not with a view to resale or further distribution thereof in whole or in part. The holders of any VT Certificates issued hereunder agree that they will not sell or otherwise transfer any of such VT Certificates or any rights thereunder except in accordance with the provisions of any applicable law, including the Securities Act, any applicable state securities laws, and any rules or regulations thereunder. In order to ensure compliance with such laws, as a condition of making or permitting any transfer or delivery of the VT Certificates hereunder or of any rights thereunder, the Voting Trustee may require the transferee to deliver written representations of the transferee similar to the representations of the Stockholders contained herein and may further require the delivery of a written opinion, addressed to the Voting Trustee, of counsel satisfactory to the Voting Trustee to the effect either that the VT Certificates, or rights thereunder, proposed to be transferred have been duly registered under the Securities Act and any applicable state securities law or that no such registration is required.

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that that: (i) (a) such transferee is either an Affiliate of the Depositor or (b) (1) is a Qualified Institutional Buyer, (ii2) is aware that the Owner Trustee and sale or resale of the Issuer receive an Opinion of Counsel stating that, Certificates to it is being made in reliance on the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposesexemption from registration provided by Rule 144A, and (3) is acquiring the Certificates for its own account or for one or more accounts, each of which is a Qualified Institutional Buyer, and as to each of which the owner exercises sole investment discretion; (ii) such transferee understands that the Certificates will bear the applicable legends set forth in Section 3.5(h); (iii) such transferee understands that the Certificates are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, none of the Certificates have been or will be registered under the Securities Act, and, if in the future the transferee decides to offer, resell, pledge or otherwise transfer the Certificates, such Certificates may be offered, resold, pledged or otherwise transferred solely in accordance with this Agreement and the applicable legend on such Certificates set forth below; (iv) such transferee understands that an investment in the Certificates involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances. The transferee has had access to such financial and other information concerning the Issuer and the Certificates as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Certificates. The transferee has such knowledge and experience in financial and business matters that the transferee is capable of evaluating the merits and risks of its investment in the Certificates, and the transferee and any accounts for which it is acting are each able to bear the economic risk of the holder’s or of such investment; (v) such transferee will not offer, transfer, pledge, sell or otherwise dispose of the Certificates or any interest in the Certificates to any Person in any manner, or solicit any offer to buy, transfer, pledge or otherwise dispose of the Certificates or any interest in the Certificates from any Person in any manner, or make any general solicitation by means of general advertising or in any other manner, or take any other action that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or any other applicable securities laws or require registration pursuant thereto, and will not authorize any Person to act on its behalf, in such manner with respect to the Certificates; (vi) the Administrator (on behalf of the Issuer) shall determine (based on the advice of counsel or such other information as they deem necessary or advisable) that the transfer complies with the requirements of clauses (d) and (f) of this Section 3.5; (vii) such Certificate may not be acquired by or for the account of or with the assets of a Benefit Plan or a governmental, church, non-U.S. or other plan which is subject to any Similar Law; (xviii) unless such transferee is an Affiliate of the Depositor, the transferee provides a Certificate Investor Representation Letter substantially in the form of Exhibit B; and (ix) such transferee acknowledges that the Issuer, the Owner Trustee and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties and agreements in this Section 3.5 and agrees that if any of the acknowledgements, representations, warranties or agreements made by it in connection with its purchase of the Certificates are no longer accurate, the transferee will promptly notify the Issuer and the Owner Trustee. Each Certificateholder will represent and warrant that it is not (and will not be) a Benefit Plan or (y) any governmental plana governmental, church, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that plan which is subject to any Similar Law; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, Law and is not purchasing the (and will not be) accepting or holding such Certificate (or any interest therein) on behalf of (x) or with assets of a Benefit Plan or (y) any governmental plana governmental, non-U.S. plan, or church plan, other employee benefit plan or other retirement arrangement that which is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in clause (iii) and (ivvi) above is met and shall incur no liability to any Person in the event the Holder of a Certificate Certificateholder does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the CertificateCertificates, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer Percentage Interest evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section, and such other documentation the Issuer, the Certificate Registrar, the Depositor, the Administrator, the Owner Trustee or the Certificate Paying Agent may reasonably require to comply with applicable law, including without limitation Anti-Money Laundering Law and Applicable KYC Law (as defined in Section 3.511.16). Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by (a) a written instrument of transfer in the form of the “Assignment” attached to the Form of Certificate attached hereto as Exhibit A and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require; provided, however, that the Owner Trustee shall not require the signature of the Depositor to be medallion guaranteed for the transfers from the Depositor to any applicable transferees on the Closing Date, (b) an executed direction letter regarding registration of such transfer in the form attached hereto as Exhibit D, and (c) the documents required by Sections 3.5(a)(viii) and 3.5(f) hereof. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest Percentage Interest in the Issuer in the Certificate, register Certificate Register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder providesPercentage Interest. In the event a transferor transfers only a portion of its beneficial interest in the IssuerPercentage Interest, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage Percentage Interest and shall issue, execute and deliver to such transferee a new Certificate evidencing such transferee’s Percentage Interest. Subsequent to each transfer of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoeverwhatsoever (other than for purposes of clauses (d) and (e) of this Section 3.5), the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer Percentage Interest evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have has certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, and any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest in a Certificate through a partnership (including any entity treated as a partnership for United States federal income tax purposes), a grantor trust or trust, an S Corporation corporation (within the meaning of Section 1361(a)(1) of the Code) for U.S. federal income tax purposes or an entity wholly owned and disregarded as separate from (or a disregarded entity within the single owner meaning of which is Treasury Regulation Section 301.7701-3) any of the foregoing) foregoing (each such entity, a “flow-through entity”) shall be treated as a Certificateholder (or as a Holder of a Retained Note), as applicable, unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. Each Certificateholder (or indirect holder on whose behalf any Certificates are held) shall notify the Administrator of any changes in ownership, and the Administrator shall monitor the number of direct and indirect holders for purposes of this clause (d). (e) No transfer shall be permitted if the same such transfer is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code and any proposed, temporary or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Codefinal Treasury regulations thereunder. (f) No transfer of all or any part of a Certificateholder’s interest (or any economic interest therein) shall be permitted unless the made to any transferee that would be the beneficial owner of the interest other than a United States Tax Person. Further, in the Certificate is event of any transfer of a “United States person” (as defined in Code section 7701(a)(30)) and Certificate, the transferor shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original of U.S. Internal Revenue Service form any transferee an IRS Form W-9 (or applicable successor form) certifying that it is a United States person and not subject Tax Person if so required in order to backup withholding. Neither avoid withholding under Section 1446(f) of the Owner Trustee nor the Issuer shall recognize Code or related regulations or Internal Revenue Service guidance (together with any purchase other appropriate certifications or transfer of Certificates that are to a Person other than a United States persondocumentation required). (g) No Each transferee shall provide a certification of non-foreign status, in such form as may be requested by the Seller or the Owner Trustee (e.g., IRS Form W-9), signed under penalties of perjury (and such other certification, representations or opinion of counsel as may be requested by the Seller or the Owner Trustee), or other information or documentation requested by the Seller or the Owner Trustee to determine, in its sole discretion, that payments on such Certificates will not be subject to withholding under U.S. tax law. (h) If a Responsible Officer of the Owner Trustee becomes aware that (1) a transfer will be or attempted or purported transfer of any Certificate or interest therein was consummated in compliance with the provisions of this Section 3.5 on the basis of a materially incorrect certification from the transferor or purported transferee, (2) a transferee failed to deliver to the Owner Trustee the certificate required to be registered delivered under Section 3.5(a)(viii) or (3) the Securities ActCertificateholder of any Certificate or interest therein is in material breach of any representation or agreement set forth in any certificate or any deemed representation or agreement of such Certificateholder, the Owner Trustee will direct the Certificate Registrar not to register such attempted or purported transfer and, if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall not operate to transfer any rights to the purported transferee (such purported transferee, a “Disqualified Transferee”) and the last preceding Certificateholder of such Certificateholder that was not a Disqualified Transferee shall be restored to all rights as a Certificateholder thereof retroactively to the date of the purported transfer of such Certificate by such Certificateholder. (i) Each Certificate will bear a legend to the following effect: “THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS AND ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A.” (j) Each transferee (including each purchaser and subsequent transferee as a condition precedent to any transfer of the Certificate) and, if different, each beneficial owner of a Certificate shall promptly provide the Issuer, Depositor and Administrator any reasonably requested information, documentation or material to enable the Issuer to make any of the elections described in Section 5.3(b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of state law). Each Certificateholder (including each purchaser and subsequent transferee as a condition precedent to any transfer of the Certificate) and, if different, each beneficial owner of a Certificate shall hold the Issuer and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of state law) and (ii) attributable to the good faith management or defense of an audit under Sections 6221 through 6241 of the Code (or any corresponding provision of state law) or otherwise suffered due to actions the Issuer and its affiliates take in good faith with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or any corresponding provision of state law). (k) As of the effective date of this Agreement, the Depositor intends to retain the Certificates. Although there is no present intent to effect any subsequent transfer of the Certificates, in the event that the Depositor did intend to transfer any of the Certificates to a third party, the parties to this Agreement pursuant to Section 11(f) will amend the transfer provisions in this Section 3.5 as necessary to prevent any application of the Treasury Regulations under Section 385 of the Code (including any subsequent or successor provision) that would result in the recharacterization of any of the Notes as equity.

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that that (i) such transferee the Rating Agency Condition is either an Affiliate of the Depositor or a Qualified Institutional Buyersatisfied, (ii) the Owner Trustee and the Issuer receive an Opinion of Counsel stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (or a publicly traded partnership) taxable as a corporation partnership for federal income tax purposes, purposes and (iii) such Certificate may not be acquired by or for the account of or with the assets of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code)Plan. By accepting and holding a Certificate (or any interest therein), the Holder holder thereof shall be deemed to have represented and warranted that it is not a, a Benefit Plan and is not purchasing the Certificate (or any interest therein) on behalf of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar LawPlan. The Owner Trustee shall have no duty to independently determine that the requirement in (iii) and (iv) above is met and shall incur no liability to any Person in the event the Holder holder of a Certificate does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5Section. Such transfer may be made by a registered Certificateholder in person Person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate, Certificate register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder providesIssuer. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee Trustee, nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, and any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates100 Certificateholders. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates100 Certificateholders, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S Corporation (within the meaning of Section 1361(a)(1) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) corporation (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code. (f) No transfer shall be permitted unless the transferee that would be the beneficial owner of the interest in the Certificate is a “United States person” (as defined in Code section 7701(a)(30)) and shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying that it is a United States person and not subject to backup withholding. Neither the Owner Trustee nor the Issuer shall recognize any purchase or transfer of Certificates that are to a Person other than a United States person. (g) No transfer will be required to be registered under the Securities Act.

Transfer of Certificates. (a) Any Certificateholder may assign, convey No transfer of a Certificate shall be made unless (I) such transfer (x) is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or otherwise (y) is exempt from the registration requirements under the Securities Act and such state securities laws and (II) such transfer all is to a Person that satisfies the requirements of paragraph (a)(2)(i) or (a)(2)(ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. (b) Each prospective purchaser of its righta Non-Registered Certificate not held in book-entry form (other than with respect to the initial transfer of any such Certificate by the Transferor) shall deliver a completed and duly executed Transferee's Certificate (in the form of Exhibit C hereto for "qualified institutional buyers" as defined in Rule 144A of the Securities Act ("Rule 144A") or Exhibit D hereto for "accredited investors" as defined in Rule 501(a)(1), title (2), (3) or (7) of Regulation D promulgated under the Securities Act) to the Owner Trustee and to the Transferor for inspection prior to effecting any requested transfer. Each prospective seller of a Non-Registered Certificate (other than with respect to the initial transfer of any such Certificate by the Transferor) shall deliver a completed and duly executed Transferor's Certificate (in the form of Exhibit E hereto) to the Owner Trustee for inspection prior to effecting any requested transfer. The Transferor and the Owner Trustee may conclusively rely upon the information contained in any such Transferee's Certificate or Transferor's Certificate in the absence of actual knowledge to the contrary. (c) In connection with any transfer, the Owner Trustee may (except in the case of (x) the initial transfer of any such Certificate by the Transferor, (y) a transfer to a "qualified institutional buyer" who delivers a Transferee's Certificate in the form of Exhibit C hereto, or (z) a transfer to a "accredited investor" who delivers a Transferee's Certificate in the form of Exhibit D hereto) require an opinion of counsel satisfactory to the Owner Trustee and the Transferor to the effect that such transfer may be effected without registration under the Securities Act, which opinion of counsel, if so required, shall be addressed to the Transferor and the Owner Trustee and shall be secured at the expense of the holder of a Certificate. The Owner Trustee may conclusively rely upon the representation of any purchaser made to the Owner Trustee, and upon such opinion of counsel, and shall be fully protected in so doing. (d) No transfer of a Certificate shall be made to any Person unless the Owner Trustee has received a certificate (substantially in the form of Exhibit F hereto) from such transferee to the effect that such transferee is not a Plan, and is not acting on behalf of or investing the assets of a Plan. The preparation and delivery of the certificate referred to above shall not be an expense of the Trust, the Owner Trustee or the Transferor but shall be borne by the transferee. Each transferee of a beneficial ownership interest in a book-entry Certificate shall be deemed to represent that it is not a Plan and is not acting on behalf of or investing the related Certificate; provided, assets of a Plan. (e) No transfer of a Certificate shall be made to any Person unless the Owner Trustee and Transferor have received a certificate (substantially in the form of Exhibit G hereto) from such transferee to the effect that (i) such transferee is either an Affiliate of the Depositor acquiring such Certificate for its own behalf and is not acting as agent or a Qualified Institutional Buyercustodian for any other Person or entity in connection with such acquisition, (ii) if the Owner Trustee and the Issuer receive an Opinion of Counsel stating thattransferee is a partnership, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (grantor trust or a publicly traded partnership) taxable as a S corporation for federal income tax purposespurposes (a "Flow Through Entity"), any Certificate (and interest in the Trust in the aggregate) owned by such Flow Through Entity will represent less than 50% of the value of the assets owned by such Flow Through Entity and no special allocation of income, gain, loss, deduction or credit from such certificate will be made among the beneficial owners of such Flow Through Entity, and (iii) such Certificate may not be acquired by or for the account of or with the assets of (x) transferee is a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (States Person within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, and is not purchasing the Certificate (or any interest therein) on behalf of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in (iii) and (iv) above is met and shall incur no liability to any Person in the event the Holder of a Certificate does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate, register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder provides. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S Corporation (within the meaning of Section 1361(a)(1) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code. (f) No transfer transfer, pledge or encumbrance of the Class R Certificate shall be permitted made to any Person unless the transferee that would be the beneficial owner (A) such Person is a Rated Entity, a Bankruptcy Remote Entity or a statutory trust established under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801 et seq. that is a Bankruptcy Remote Entity, or (B) such pledge is made to GCFP pursuant to the Credit and Security Agreement; provided, however, that in the event GCFP forecloses on its security interest in the Class R Certificate, the Class R Certificate is a “United States person” (as defined may be registered in Code section 7701(a)(30)) and shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original name of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying that it is a United States person and not subject to backup withholding. Neither the Owner Trustee nor the Issuer shall recognize any purchase or transfer of Certificates that are to a Person other than that is not a United States personBankruptcy Remote Entity for a period not to exceed two (2) Business Days. Each Certificate shall at all times be registered in the name of a single holder. (g) No transfer will be required to be The Certificates shall bear legends stating that they have not been registered under the Securities ActAct and are subject to the restrictions on transfer described herein. By purchasing a Certificate, each purchaser shall be deemed to have agreed to these restrictions on transfer. (h) In order to preserve the exemption for resales and transfers provided by Rule 144A, the Transferor shall provide to any Holder of a Non-Registered Certificate and any prospective purchaser designated by such Holder, upon request of such Holder or such prospective purchaser, such information required by Rule 144A as will enable the resale of such Non-Registered Certificate to be made pursuant to Rule 144A. The Owner Trustee shall cooperate with the Transferor in providing the Transferor such information regarding the Non-Registered Certificates, the Trust Assets and other matters regarding the Trust as the Transferor shall reasonably request to meet its obligations under the preceding sentence. (i) Notwithstanding any provision of this Agreement to the contrary, any transfer of Certificates that causes the total number of beneficial owners of Certificates to exceed ninety-nine (99) shall be null and void and the Certificate Register shall be amended to reflect such voided transfer.

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that that: (i) (a) such transferee is either an Affiliate of the Depositor or (b) (1) is a Qualified Institutional Buyer, (2) is aware that the sale or resale of the Certificates to it is being made in reliance on the exemption from registration provided by Rule 144A, and (3) is acquiring the Certificates for its own account or for one or more accounts, each of which is a Qualified Institutional Buyer, and as to each of which the owner exercises sole investment discretion; (ii) such transferee understands that the Certificates will bear the applicable legends set forth in Section 3.5(h); (iii) such transferee understands that the Certificates are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, none of the Certificates have been or will be registered under the Securities Act, and, if in the future the transferee decides to offer, resell, pledge or otherwise transfer the Certificates, such Certificates may be offered, resold, pledged or otherwise transferred solely in accordance with this Agreement and the applicable legend on such Certificates set forth below; (iv) such transferee understands that an investment in the Certificates involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances. The transferee has had access to such financial and other information concerning the Issuer and the Certificates as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Certificates. The transferee has such knowledge and experience in financial and business matters that the transferee is capable of evaluating the merits and risks of its investment in the Certificates, and the transferee and any accounts for which it is acting are each able to bear the economic risk of the holder’s or of such investment; (v) such transferee will not offer, transfer, pledge, sell or otherwise dispose of the Certificates or any interest in the Certificates to any Person in any manner, or solicit any offer to buy, transfer, pledge or otherwise dispose of the Certificates or any interest in the Certificates from any Person in any manner, or make any general solicitation by means of general advertising or in any other manner, or take any other action that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or any other applicable securities laws or require registration pursuant thereto, and will not authorize any Person to act on its behalf, in such manner with respect to the Certificates; (vi) the Owner Trustee and the Issuer receive an Opinion determine (based on the advice of Counsel stating that, in counsel or such other information as they deem necessary or advisable) that the opinion transfer complies with the requirements of such counsel, such transfer will not cause the Issuer to be treated as an association clauses (or a publicly traded partnershipd) taxable as a corporation for federal income tax purposes, and (iiif) of this Section 3.5; (vii) such Certificate may not be acquired by or for the account of or with the assets of a Benefit Plan or a governmental, church, non-U.S. or other plan which is subject to any Similar Law; (xviii) unless such transferee is an Affiliate of the Depositor, the transferee provides a Certificate Investor Representation Letter substantially in the form of Exhibit B; and (ix) such transferee acknowledges that the Issuer, the Owner Trustee and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties and agreements in this Section 3.5 and agrees that if any of the acknowledgements, representations, warranties or agreements made by it in connection with its purchase of the Certificates are no longer accurate, the transferee will promptly notify the Issuer and the Owner Trustee. Each Certificateholder will represent and warrant that it is not (and will not be) a Benefit Plan or (y) any governmental plana governmental, church, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that plan which is subject to any Similar Law; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, Law and is not purchasing the (and will not be) accepting or holding such Certificate (or any interest therein) on behalf of (x) or with assets of a Benefit Plan or (y) any governmental plana governmental, non-U.S. plan, or church plan, other employee benefit plan or other retirement arrangement that which is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in clause (iii) and (ivvi) above is met and shall incur no liability to any Person in the event the Holder of a Certificate Certificateholder does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the CertificateCertificates, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer Percentage Interest evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5Section. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by (a) a written instrument of transfer in the form of the “Assignment” attached to the Form of Certificate attached hereto as Exhibit A and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require, (b) an executed direction letter regarding registration of such transfer in the form attached hereto as Exhibit D, and (c) the documents required by Sections 3.5(a)(viii) and 3.5(f) hereof. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest Percentage Interest in the Issuer in the Certificate, register Certificate Register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder providesPercentage Interest. In the event a transferor transfers only a portion of its beneficial interest in the IssuerPercentage Interest, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage Percentage Interest and shall issue, execute and deliver to such transferee a new Certificate evidencing such transferee’s Percentage Interest. Subsequent to each transfer of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoeverwhatsoever (other than for purposes of clauses (d) and (e) of this Section 3.5), the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer Percentage Interest evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have has certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, and any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the CertificatesCertificates and the Retained Notes. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the CertificatesCertificates and the Retained Notes, each Person indirectly owning an interest in a Certificate (or a Retained Note) through a partnership (including any entity treated as a partnership for United States federal income tax purposes), a grantor trust trust, an S corporation or an S Corporation entity wholly owned and disregarded as separate from (within the meaning of Treasury Regulation Section 1361(a)(1301.7701-3) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) foregoing (each such entity, a “flow-through entity”) shall be treated as a Certificateholder (or as a Holder of a Retained Note), as applicable, unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same such transfer is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code and any proposed, temporary or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Codefinal Treasury regulations thereunder. (f) No transfer Each transferee shall provide a certification of non-foreign status, in such form as may be permitted unless requested by the transferee Seller or the Owner Trustee (e.g., IRS Form W-9), signed under penalties of perjury (and such other certification, representations or opinion of counsel as may be requested by the Seller or the Owner Trustee), or other information or documentation requested by the Seller or the Owner Trustee to determine, in its sole discretion, that would payments on such Certificates will not be the beneficial owner subject to withholding under U.S. tax law. (g) If a Responsible Officer of the Owner Trustee becomes aware that (1) a transfer or attempted or purported transfer of any Certificate or interest therein was consummated in compliance with the Certificate is provisions of this Section 3.5 on the basis of a “United States person” materially incorrect certification from the transferor or purported transferee, (as defined in Code section 7701(a)(30)2) and shall a transferee failed to deliver to the Owner Trustee and the Administrator a properly completed and duly executed original certificate required to be delivered under Section 3.5(a)(viii) or (3) the Certificateholder of U.S. Internal Revenue Service form W-9 (any Certificate or applicable successor form) certifying that it interest therein is a United States person and not subject to backup withholding. Neither in material breach of any representation or agreement set forth in any certificate or any deemed representation or agreement of such Certificateholder, the Owner Trustee nor will direct the Issuer Certificate Registrar not to register such attempted or purported transfer and, if a transfer has been registered, such transfer shall recognize be absolutely null and void ab initio and shall not operate to transfer any purchase or rights to the purported transferee (such purported transferee, a “Disqualified Transferee”) and the last preceding Certificateholder of such Certificateholder that was not a Disqualified Transferee shall be restored to all rights as a Certificateholder thereof retroactively to the date of the purported transfer of Certificates that are to a Person other than a United States personsuch Certificate by such Certificateholder. (gh) No Each Certificate will bear a legend to the following effect: “THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS AND ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A.” (i) Each transferee (including each purchaser and subsequent transferee as a condition precedent to any transfer of the Certificate) and, if different, each beneficial owner of a Certificate shall promptly provide the Issuer, Depositor and Administrator any reasonably requested information, documentation or material to enable the Issuer to make any of the elections described in Section 5.3(b) and otherwise comply with Sections 6221 through 6241 of the Code (and any corresponding provision of state law). Each Certificateholder (including each purchaser and subsequent transferee as a condition precedent to any transfer of the Certificate) and, if different, each beneficial owner of a Certificate shall hold the Issuer and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner of a Certificate not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the Code (or any corresponding provision of state law) and (ii) attributable to the good faith management or defense of an audit under Sections 6221 through 6241 of the Code (or any corresponding provision of state law) or otherwise suffered due to actions the Issuer and its affiliates take in good faith with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or any corresponding provision of state law). (j) As of the effective date of this Agreement, the Depositor intends to retain the Certificates. Although there is no present intent to effect any subsequent transfer of the Certificates, in the event that the Depositor did intend to transfer any of the Certificates to a third party, the parties to this Agreement pursuant to Section 11(f) will be required amend the transfer provisions in this Section 3.5 as necessary to be registered prevent any application of the Treasury Regulations under Section 385 of the Securities ActCode (including any subsequent or successor provision) that would result in the recharacterization of any of the Notes as equity.

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that that: (i) (a) such transferee is either an Affiliate of the Depositor or (b) (1) is a Qualified Institutional Buyer, (2) is aware that the sale or resale of the Certificates to it is being made in reliance on the exemption from registration provided by Rule 144A, and (3) is acquiring the Certificates for its own account or for one or more accounts, each of which is a Qualified Institutional Buyer, and as to each of which the owner exercises sole investment discretion; (ii) such transferee understands that the Certificates will bear the applicable legends set forth in Section 3.5(h); (iii) such transferee understands that the Certificates are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, none of the Certificates have been or will be registered under the Securities Act, and, if in the future the transferee decides to offer, resell, pledge or otherwise transfer the Certificates, such Certificates may be offered, resold, pledged or otherwise transferred solely in accordance with this Agreement and the applicable legend on such Certificates set forth below; (iv) such transferee understands that an investment in the Certificates involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances. The transferee has had access to such financial and other information concerning the Issuer and the Certificates as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Certificates. The transferee has such knowledge and experience in financial and business matters that the transferee is capable of evaluating the merits and risks of its investment in the Certificates, and the transferee and any accounts for which it is acting are each able to bear the economic risk of the holder’s or of such investment; (v) such transferee will not offer, transfer, pledge, sell or otherwise dispose of the Certificates or any interest in the Certificates to any Person in any manner, or solicit any offer to buy, transfer, pledge or otherwise dispose of the Certificates or any interest in the Certificates from any Person in any manner, or make any general solicitation by means of general advertising or in any other manner, or take any other action that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or any other applicable securities laws or require registration pursuant thereto, and will not authorize any Person to act on its behalf, in such manner with respect to the Certificates; (vi) the Owner Trustee and the Issuer receive an Opinion determine (based on the advice of Counsel stating that, in counsel or such other information as they deem necessary or advisable) that the opinion transfer complies with the requirements of such counsel, such transfer will not cause the Issuer to be treated as an association clauses (or a publicly traded partnershipd) taxable as a corporation for federal income tax purposes, and (iiif) of this Section 3.5; (vii) such Certificate may not be acquired by or for the account of or with the assets of (x) a Benefit Plan or (y) any governmental plana governmental, church, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that plan which is subject to any Similar Law; provided, that the condition set forth in (iiviii) above will not apply to a transfer of 100% unless such transferee is an Affiliate of the Certificate or Certificates to United Services Automobile Association or its designated nomineeDepositor, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding transferee provides a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, and is not purchasing the Certificate (or any interest therein) on behalf of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in (iii) and (iv) above is met and shall incur no liability to any Person Investor Representation Letter substantially in the event the Holder form of a Certificate does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate, register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder provides. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, Exhibit B; and, to the fullest extent permitted by law, any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S Corporation (within the meaning of Section 1361(a)(1) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code. (f) No transfer shall be permitted unless the transferee that would be the beneficial owner of the interest in the Certificate is a “United States person” (as defined in Code section 7701(a)(30)) and shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying that it is a United States person and not subject to backup withholding. Neither the Owner Trustee nor the Issuer shall recognize any purchase or transfer of Certificates that are to a Person other than a United States person. (g) No transfer will be required to be registered under the Securities Act.

Transfer of Certificates. Transfer of any voting trust certificate (a) Any Certificateholder may assignincluding without limitation any sale, convey or otherwise transfer all or any assignment, donation, pledge, encumbrance, grant of its righta security interest, title and interest in the related Certificate; provided, that (i) such transferee is either an Affiliate of the Depositor or a Qualified Institutional Buyer, (ii) the Owner Trustee and the Issuer receive an Opinion of Counsel stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes, and (iii) such Certificate may not be acquired by or for the account of or with the assets of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan hypothecation or other retirement arrangement that is transfer or disposition) shall be subject to Similar Law; provided, that the condition restrictions set forth in (ii) above will not apply to a transfer of 100% Subsection 2.2 and Section 3 of the Certificate AASI and any restrictions, provisions and conditions applicable to the Common Stock which it represents, whether imposed by law, by the Company's Articles of Incorporation, as amended, specified on such stock certificates, in this Agreement, the AASI or Certificates to United Services Automobile Association any other agreements among the parties hereto. Any attempted transfer in violation of such restrictions, provisions and other conditions shall be void AB INITIO and the Trustees shall not register such transfer or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (within recognize the meaning of Section 1361(a)(2) intended transferee as the holder of the Code)voting trust certificate for any purpose. By accepting and holding a Certificate (or any interest therein)To the extent permitted by law, the Holder thereof voting trust certificates shall not be deemed to have represented and warranted that it is not a, and is not purchasing the Certificate (or any interest therein) on behalf of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in (iii) and (iv) above is met and shall incur no liability to any Person in the event the Holder attachment, garnishment, judicial order, levy, execution or similar process, however instituted, for satisfaction of a Certificate does not comply with such restrictionsjudgment or otherwise. Subject to the transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or any portion provisions of the beneficial interest in foregoing paragraph, the Issuer evidenced by voting trust certificates shall be transferable on the books of the Trustees, at such Certificate upon surrender thereof to office as the Owner Trustee accompanied Trustees may designate, by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder owner thereof, either in person or by his attorney duly authorized in writing authorized, upon surrender of the Certificate thereof, according to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt rules established for that purpose by the Owner Trustee of Trustees, and the transferor’s Certificate, Trustees may treat the Owner Trustee shall (i) record the name of such transferee registered holder as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate, register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder provides. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, owner thereof for all purposes whatsoever, but they shall not be required to deliver new voting trust certificates hereunder without the Person surrender of such existing voting trust certificates. If a voting trust certificate is lost, stolen, mutilated or destroyed, the Trustees, in whose name any Certificate is registered as the sole owner their discretion, may issue a duplicate of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee nor any agent certificate upon receipt of the Owner Trustee shall be affected by notice (a) evidence of such fact satisfactory to the contrary. them; (b) As indemnity satisfactory to them, including, without limitation, an indemnity bond, sufficient in the judgment of the Trustees, to protect the Trustees, or any agent, from any loss which any of them may suffer if a condition precedent to any registration of transfer under this Section 3.5Voting Trust Certificate is replaced; (c) the existing certificate, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid if mutilated; and (d) their reasonable fees and expenses in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer the issuance of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certificationsnew trust certificate. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S Corporation (within the meaning of Section 1361(a)(1) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code. (f) No transfer shall be permitted unless the transferee that would be the beneficial owner of the interest in the Certificate is a “United States person” (as defined in Code section 7701(a)(30)) and shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying that it is a United States person and not subject to backup withholding. Neither the Owner Trustee nor the Issuer shall recognize any purchase or transfer of Certificates that are to a Person other than a United States person. (g) No transfer will be required to be registered under the Securities Act.

Transfer of Certificates. The obligation of the Trustee to execute, authenticate and issue any Investor Certificate to any transferee pursuant to any written instrument of transfer or other direction to do so received by the Trustee pursuant to Section 6.03 shall be subject to the satisfaction of the following conditions on or prior to the proposed date of such transfer (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that "Transfer Date"): (i) such transferee is either an Affiliate the Trustee and the Certificate Registrar shall have received a written instrument of transfer of the Depositor subject Investor Certificates executed by the transferring Certificateholder (or a Qualified Institutional Buyerits attorney-in-fact, duly authorized), and the original Certificates which are the subject of such transfer; (ii) the Owner Seller shall have delivered to the Trustee and the Issuer receive an Opinion of Counsel stating thatof the Seller or the transferring or transferee Certificateholder, dated as of the Transfer Date, to the effect that the transfer of such Investor Certificates of such Series (A) does not violate the Act, (B) will not result in the opinion of such counsel, such transfer Trust becoming subject to registration as an investment company under the Investment Company Act and (C) will not cause require this Agreement or the Issuer related Supplement to be qualified under the Trust Indenture Act of 1939, as amended; (iii) the Seller shall have delivered to the Trustee a Tax Opinion from counsel of the Seller or the transferring or transferee Certificateholder, dated as of the Transfer Date, with respect to such transfer; (iv) the Seller shall have delivered to the Trustee copies of the Investor Letters executed by each such transferee Certificateholder; and (v) the Seller shall have satisfied such other conditions to the transfer thereof as may be specified in any Supplement. Notwithstanding anything contained herein or in any Supplement to the contrary, no Investor Certificates may be transferred to (u) a Foreign Person, (v) any Pass-Through Entity, (w) any Person that is, or is required to be (regardless of whether it in fact is), a registered "investment company" under the Investment Company Act or is excluded from the definition of "investment company" under the Investment Company Act pursuant to Section 3(c)(1) or Section 3(c)(7) thereof to the extent that such Person would beneficially own, at the time of (and after giving to) such transfer, 10% or more of either (1) the Aggregate Principal Balance of the Certificates of any Series outstanding at such time or (2) the Aggregate Principal Balance of all Certificates of all Series outstanding at such time, (x) any other Person which for purposes of the Investment Company Act (i) was formed for the purpose of investing in the Certificates or would otherwise be treated as an association more than one Person for purposes of determining the number of owners of the Certificates issued by the Trust or (or a publicly traded partnershipii) taxable as a corporation for federal income tax purposeswould cause the number of beneficial owners of the securities issued by the Trust (other than short term paper) to exceed 100, and (iii) such Certificate may not be acquired by or for the account of or with the assets of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan Person in respect of which the purchase or other retirement arrangement that is subject to Similar Law; provided, that the condition set forth in (ii) above will not apply to holding thereof would constitute a transfer of 100% "prohibited transaction" under ERISA or Section 4975 of the Certificate Internal Revenue Code, or (z) any Person if such issuance to such Person would cause the Trust to have more than 85 beneficial owners (other than the Seller, the Company or any Affiliate of either of the foregoing) of the Certificates issued by the Trust (after application of applicable ownership and anti-avoidance rules under Section 7704 of the Internal Revenue Code and the United States Treasury Department regulations thereunder) or would cause the Trust (or any portion thereof) to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered be classified as a C Corporation publicly traded partnership for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) and, in each of the Code). By accepting and holding a Certificate cases in clauses (or any interest thereinu), the Holder thereof (v), (w), (x) (other than subclause (ii) thereof), and (y), each prospective transferee shall be deemed required to have represented represent and warranted warrant that it is not a, such a Person prior to the transfer of any such Certificate to it and to the extent any such representation and warranty is incorrect such transfer shall be rescinded and deemed not purchasing to have occurred); provided that the Certificate (or any interest therein) on behalf of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in (iii) and (iv) above is met and shall incur no liability perform any independent investigation with respect to any Person in the event the Holder of representation or warranty by a Certificate does not comply with such restrictions. Subject prospective purchaser as to the transfer restrictions contained herein and matters set forth in the Certificateclauses (u), any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate(v), the Owner Trustee shall (iw), (x) record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate, register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer and (other than subclause (ii) notify the Indenture Trustee thereof, and (y). Upon satisfaction of the new Certificateholder’s name above conditions, the Trustee shall execute, authenticate and physical mailing address and provide a copy of deliver the U.S. Internal Revenue Service form W-9 (or applicable successor form) that Investor Certificates so transferred to the new Certificateholder provides. In the event a transferor transfers only a portion of its beneficial interest Persons so designated in the Issuer, the Owner Trustee written order of transfer (and shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate earlier Certificates surrendered to it in connection with such for transfer. The Owner Trustee may treat, for all purposes whatsoever, the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S Corporation (within the meaning of Section 1361(a)(1) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code. (f) No transfer shall be permitted unless the transferee that would be the beneficial owner of the interest in the Certificate is a “United States person” (as defined in Code section 7701(a)(30)) and shall deliver to notify and register such transfer with the Owner Trustee Certificate Registrar and the Administrator a properly completed and duly executed original of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying that it is a United States person and not subject to backup withholding. Neither the Owner Trustee nor the Issuer shall recognize any purchase or transfer of Certificates that are to a Person other than a United States personTransfer Agent. (g) No transfer will be required to be registered under the Securities Act.

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that that: (i) (a) such transferee is either an Affiliate of the Depositor or (b) (1) is a Qualified Institutional Buyer, (2) is aware that the sale or resale of the Certificates to it is being made in reliance on the exemption from registration provided by Rule 144A, and (3) is acquiring the Certificates for its own account or for one or more accounts, each of which is a Qualified Institutional Buyer, and as to each of which the owner exercises sole investment discretion; (ii) such transferee understands that the Certificates will bear the applicable legends set forth in Section 3.5(h); (iii) such transferee understands that the Certificates are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, none of the Certificates have been or will be registered under the Securities Act, and, if in the future the transferee decides to offer, resell, pledge or otherwise transfer the Certificates, such Certificates may be offered, resold, pledged or otherwise transferred solely in accordance with this Agreement and the applicable legend on such Certificates set forth below; (iv) such transferee understands that an investment in the Certificates involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances. The transferee has had access to such financial and other information concerning the Issuer and the Certificates as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Certificates. The transferee has such knowledge and experience in financial and business matters that the transferee is capable of evaluating the merits and risks of its investment in the Certificates, and the transferee and any accounts for which it is acting are each able to bear the economic risk of the holder’s or of such investment; (v) such transferee will not offer, transfer, pledge, sell or otherwise dispose of the Certificates or any interest in the Certificates to any Person in any manner, or solicit any offer to buy, transfer, pledge or otherwise dispose of the Certificates or any interest in the Certificates from any Person in any manner, or make any general solicitation by means of general advertising or in any other manner, or take any other action that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or any other applicable securities laws or require registration pursuant thereto, and will not authorize any Person to act on its behalf, in such manner with respect to the Certificates; (vi) the Owner Trustee and the Issuer receive an Opinion determine (based on the advice of Counsel stating that, in counsel or such other information as they deem necessary or advisable) that the opinion transfer complies with the requirements of such counsel, such transfer will not cause the Issuer to be treated as an association clauses (or a publicly traded partnershipd) taxable as a corporation for federal income tax purposes, and (iiif) of this Section 3.5; (vii) such Certificate may not be acquired by or for the account of or with the assets of a Benefit Plan or a governmental, church, non-U.S. or other plan which is subject to any Similar Law; (xviii) unless such transferee is an Affiliate of the Depositor, the transferee provides a Certificate Investor Representation Letter substantially in the form of Exhibit B; and (ix) such transferee acknowledges that the Issuer, the Owner Trustee and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties and agreements in this Section 3.5 and agrees that if any of the acknowledgements, representations, warranties or agreements made by it in connection with its purchase of the Certificates are no longer accurate, the transferee will promptly notify the Issuer and the Owner Trustee. Each Certificateholder will represent and warrant that it is not (and will not be) a Benefit Plan or (y) any governmental plana governmental, church, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that plan which is subject to any Similar Law; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, Law and is not purchasing the (and will not be) accepting or holding such Certificate (or any interest therein) on behalf of (x) or with assets of a Benefit Plan or (y) any governmental plana governmental, non-U.S. plan, or church plan, other employee benefit plan or other retirement arrangement that which is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in clause (iii) and (ivvi) above is met and shall incur no liability to any Person in the event the Holder of a Certificate Certificateholder does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the CertificateCertificates, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer Percentage Interest evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5Section. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by (a) a written instrument of transfer in the form of the “Assignment” attached to the Form of Certificate attached hereto as Exhibit A and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require; provided, however, that the Owner Trustee shall not require the signature of the Depositor to be medallion guaranteed for the transfers from the Depositor to any applicable transferees on the date hereof, (b) an executed direction letter regarding registration of such transfer in the form attached hereto as Exhibit D, and (c) the documents required by Sections 3.5(a)(viii) and 3.5(f) hereof. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest Percentage Interest in the Issuer in the Certificate, register Certificate Register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder providesPercentage Interest. In the event a transferor transfers only a portion of its beneficial interest in the IssuerPercentage Interest, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage Percentage Interest and shall issue, execute and deliver to such transferee a new Certificate evidencing such transferee’s Percentage Interest. Subsequent to each transfer of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoeverwhatsoever (other than for purposes of clauses (d) and (e) of this Section 3.5), the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer Percentage Interest evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have has certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall 8 Amended and Restated not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, and any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for United States federal income tax purposes), a grantor trust trust, an S corporation or an S Corporation entity wholly owned and disregarded as separate from (within the meaning of Treasury Regulation Section 1361(a)(1301.7701-3) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) foregoing (each such entity, a “flow-through entity”) shall be treated as a Certificateholder Certificateholder, as applicable, unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same such transfer is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section Code section 7704 of the Code and any proposed, temporary or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Codefinal Treasury regulations thereunder. (f) No transfer Each transferee (i) shall be permitted unless the transferee that would be the beneficial owner of the interest in the Certificate is a “United States person” (as defined in Code section 7701(a)(30)) required to represent and shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying warrant that it is a United States person Tax Person and not subject to backup withholding. Neither (ii) shall provide a certification of non-foreign status, in such form as may be requested by the Seller or the Owner Trustee nor (e.g., IRS Form W-9), signed under penalties of perjury (and such other certification, representations or opinion of counsel as may be requested by the Issuer shall recognize any purchase Seller or transfer of Certificates that are to a Person other than a United States personthe Owner Trustee). (g) No If a Responsible Officer of the Owner Trustee becomes aware that (1) a transfer will be or attempted or purported transfer of any Certificate or interest therein was consummated in compliance with the provisions of this Section 3.5 on the basis of a materially incorrect certification from the transferor or purported transferee, (2) a transferee failed to deliver to the Owner Trustee the certificate required to be registered delivered under Section 3.5(a)(viii) or (3) the Securities ActCertificateholder of any Certificate or interest therein is in material breach of any representation or agreement set forth in any certificate or any deemed representation or agreement of such Certificateholder, the Owner Trustee will direct the Certificate Registrar not to register such attempted or purported transfer and, if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall not operate to transfer any rights to the purported transferee (such purported transferee, a “Disqualified Transferee”) and the last preceding Certificateholder of such Certificateholder that was not a Disqualified Transferee shall be restored to all rights as a Certificateholder thereof retroactively to the date of the purported transfer of such Certificate by such Certificateholder. (h) Each Certificate will bear a legend to the following effect: “THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS AND ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A.”

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that that: (i) (a) such transferee is either an Affiliate of the Depositor or (b) (1) is a Qualified Institutional Buyer, (2) is aware that the sale of the Certificates to it is being made in reliance on the exemption from registration provided by Rule 144A, and (3) is acquiring the Certificates for its own account or for one or more accounts, each of which is a Qualified Institutional Buyer, and as to each of which the owner exercises sole investment discretion or for resale pursuant to Rule 144A; (ii) such transferee understands that the Certificates will bear the applicable legends set forth in Section 3.5(g); (iii) such transferee understands that the Certificates are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, none of the Certificates have been or will be registered under the Securities Act, and, if in the future the transferee decides to offer, resell, pledge or otherwise transfer the Certificates, such Certificates may only be offered, resold, pledged or otherwise transferred in accordance with this Agreement and the applicable legend on such Certificates set forth below; (iv) such transferee understands that an investment in the Certificates involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances. The transferee has had access to such financial and other information concerning the Issuer and the Certificates as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Certificates. The transferee has such knowledge and experience in financial and business matters that the transferee is capable of evaluating the merits and risks of its investment in the Certificates, and the transferee and any accounts for which it is acting are each able to bear the economic risk of the holder’s or of its investment; (v) such transferee will not offer, transfer, pledge, sell or otherwise dispose of the Certificates or any interest in the Certificates to any Person in any manner, or solicit any offer to buy, transfer, pledge or otherwise dispose of the Certificates or any interest in the Certificates from any Person in any manner, or make any general solicitation by means of general advertising or in any other manner, or take any other action that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or any other applicable securities laws or require registration pursuant thereto, and will not authorize any Person to act on its behalf, in such manner with respect to the Certificates; (vi) the Owner Trustee and the Issuer receive an Opinion determine (based on the advice of Counsel stating that, in counsel or such other information as they deem necessary or advisable) that the opinion transfer complies with the requirements of such counsel, such transfer will not cause the Issuer to be treated as an association clauses [(or a publicly traded partnershipd) taxable as a corporation for federal income tax purposes, and (iiif)] of this Section 3.5; (vii) such Certificate may not be acquired by or for the account of or with the assets of a Benefit Plan or a governmental, church, non-U.S. or other plan which is subject to any Similar Law; (xviii) unless such transferee is an Affiliate of the Depositor, the transferee provides a Certificate Investor Representation Letter substantially in the form of Exhibit B; and (ix) such transferee acknowledges that the Issuer, the Owner Trustee and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties and agreements in this Section 3.5 and agrees that if any of the acknowledgements, representations, warranties or agreements made by it in connection with its purchase of the Certificates are no longer accurate, the transferee will promptly notify the Issuer and the Owner Trustee. Each Certificateholder will represent and warrant that it is not (and will not be) a Benefit Plan or (y) any governmental plana governmental, church, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that plan which is subject to any Similar Law; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, Law and is not purchasing the (and will not be) accepting or holding such Certificate (or any interest therein) on behalf of (x) or with assets of a Benefit Plan or (y) any governmental plana governmental, non-U.S. plan, or church plan, other employee benefit plan or other retirement arrangement that which is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in (iii) and (ivvi) above is met and shall incur no liability to any Person in the event the Holder of a Certificate Certificateholder does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the CertificateCertificates, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer Percentage Interest evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5Section. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by (a) a written instrument of transfer in the form of the “Assignment” attached to the Form of Certificate attached hereto as Exhibit A and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require; provided, however, that the Owner Trustee shall not require the signature of the Depositor to be medallion guaranteed for the transfers from the Depositor to any applicable transferees on the date hereof, (b) an executed direction letter regarding registration of such transfer in the form attached hereto as Exhibit D, and (c) the documents required by Sections 3.5(a)(viii) and 3.5(f) hereof. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest Percentage Interest in the Issuer in the Certificate, register Certificate Register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder providesPercentage Interest. In the event a transferor transfers only a portion of its beneficial interest in the IssuerPercentage Interest, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage Percentage Interest and shall issue, execute and deliver to such transferee a new Certificate evidencing such transferee’s Percentage Interest. Subsequent to each transfer of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoeverwhatsoever (other than for purposes of clauses [(d) and (f)] of this Section 3.5), the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer Percentage Interest evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have has certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, and any such transfer (or purported transfer) shall be void ab initio, and no Person person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for United States federal income tax purposes), a grantor trust or an S Corporation (within the meaning of Section 1361(a)(1) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) corporation (each such entity, a “flow-through entity”) shall be treated as a Certificateholder Certificateholder, as applicable, unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same such transfer is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section Code section 7704 of the Code and any proposed, temporary or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Codefinal Treasury regulations thereunder. (f) No transfer Each transferee (i) shall be permitted unless the transferee that would be the beneficial owner of the interest in the Certificate is a “United States person” (as defined in Code section 7701(a)(30)) required to represent and shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying warrant that it is a United States person Tax Person and not subject to backup withholding. Neither (ii) shall provide a certification of non-foreign status, in such form as may be requested by the Seller or the Owner Trustee nor (e.g. IRS Form W-9), signed under penalties of perjury (and such other certification, representations or opinion of counsel as may be requested by the Issuer shall recognize any purchase Seller or transfer of Certificates that are to a Person other than a United States personthe Owner Trustee). (g) No If a Responsible Officer of Owner Trustee becomes aware that (1) a transfer will be or attempted or purported transfer of any Certificate or interest therein was consummated in compliance with the provisions of this Section 3.5 on the basis of a materially incorrect certification from the transferor or purported transferee, (2) a transferee failed to deliver to the Owner Trustee the certificate required to be registered delivered under Section 3.5(a)(viii) or (3) the Securities ActCertificateholder of any Certificate or interest therein is in material breach of any representation or agreement set forth in any certificate or any deemed representation or agreement of such Certificateholder, the Owner Trustee will direct the Certificate Registrar not to register such attempted or purported transfer and, if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall not operate to transfer any rights to the purported transferee (such purported transferee, a “Disqualified Transferee”) and the last preceding Certificateholder of such Certificateholder that was not a Disqualified Transferee shall be restored to all rights as a Certificateholder thereof retroactively to the date of the purported transfer of such Certificate by such Certificateholder. (h) Each Certificate will bear a legend to the following effect: “THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS AND ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A.”

Transfer of Certificates. (a) Any Certificateholder may assign, convey No transfer of a Certificate shall be made unless (I) such transfer (x) is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or otherwise (y) is exempt from the registration requirements under the Securities Act and such state securities laws and (II) such transfer all is to a Person that satisfies the requirements of paragraph (a)(2)(i) or (a)(2)(ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. (b) Each prospective purchaser of its righta Non-Registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate (in the form of EXHIBIT C hereto for "qualified institutional buyers" as defined in Rule 144A of the Securities Act ("Rule 144A") or EXHIBIT D hereto for "accredited investors" as defined in Rule 501(a)(1), title (2), (3) or (7) of Regulation D promulgated under the Securities Act) to the Owner Trustee and to the Transferor for inspection prior to effecting any requested transfer. Each prospective seller of a Non-Registered Certificate (other than with respect to the initial transfer of any such Certificate by the Transferor shall deliver a completed and duly executed Transferor's Certificate (in the form of EXHIBIT E hereto) to the Owner Trustee for inspection prior to effecting any requested transfer. The Transferor and the Owner Trustee may conclusively rely upon the information contained in any such Transferee's Certificate or Transferor's Certificate in the absence of actual knowledge to the contrary. (c) In connection with any transfer, the Owner Trustee may (except in the case of (x) the initial transfer of any such Certificate by the Transferor, (y) a transfer to a "qualified institutional buyer" who delivers a Transferee's Certificate in the form of Exhibit C hereto, or (z) a transfer to a "accredited investor" who delivers a Transferee's Certificate in the form of Exhibit D hereto) require an opinion of counsel satisfactory to the Owner Trustee and the Transferor to the effect that such transfer may be effected without registration under the Securities Act, which opinion of counsel, if so required, shall be addressed to the Transferor and the Owner Trustee and shall be secured at the expense of the holder of a Certificate. The Owner Trustee may conclusively rely upon the representation of any purchaser made to the Owner Trustee, and upon such opinion of counsel, and shall be fully protected in so doing. (d) No transfer of a Certificate shall be made to any Person unless the Owner Trustee has received a certificate (substantially in the form of EXHIBIT F hereto) from such transferee to the effect that such transferee is not a Plan, and is not acting on behalf of or investing the assets of a Plan. The preparation and delivery of the certificate referred to above shall not be an expense of the Trust, the Owner Trustee or the Transferor but shall be borne by the transferee. Each transferee of a beneficial ownership interest in a book-entry Certificate shall be deemed to represent that it is not a Plan and is not acting on behalf of or investing the related Certificate; provided, assets of a Plan. (e) No transfer of a Certificate shall be made to any Person unless the Owner Trustee and Transferor have received a certificate (substantially in the form of Exhibit G hereto) from such transferee to the effect that (i) such transferee is either an Affiliate of the Depositor acquiring such certificate for its own behalf and is not acting as agent or a Qualified Institutional Buyercustodian for any other Person or entity in connection with such acquisition, (ii) if the Owner Trustee and the Issuer receive an Opinion of Counsel stating thattransferee is a partnership, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (grantor trust or a publicly traded partnership) taxable as a S corporation for federal income tax purposespurposes (a "Flow Through Entity"), any certificate (and interest in the Trust in the aggregate) owned by such Flow Through Entity will represent less than 50% of the value of the assets owned by such Flow Through Entity and no special allocation of income, gain, loss, deduction or credit from such certificate will be made among the beneficial owners of such Flow Through Entity, and (iii) such Certificate may not be acquired by or for the account of or with the assets of (x) transferee is a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (States Person within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, and is not purchasing the Certificate (or any interest therein) on behalf of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in (iii) and (iv) above is met and shall incur no liability to any Person in the event the Holder of a Certificate does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate, register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder provides. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S Corporation (within the meaning of Section 1361(a)(1) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code. (f) No transfer transfer, pledge or encumbrance of the Certificate shall be permitted made to any Person unless the transferee that would be the beneficial owner (A) such Person is a Rated Entity, a Bankruptcy Remote Entity or a business trust established under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. ss. 3801 et seq. that is a Bankruptcy Remote Entity, or (B) such pledge is made to GCFP pursuant to the Credit and Security Agreement; provided, however, that in the event GCFP forecloses on its security interest in the Certificate, the Certificate is a “United States person” (as defined may be registered in Code section 7701(a)(30)) and shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original name of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying that it is a United States person and not subject to backup withholding. Neither the Owner Trustee nor the Issuer shall recognize any purchase or transfer of Certificates that are to a Person other than that is not a United States personBankruptcy Remote Entity for a period not to exceed two (2) Business Days. The Certificate shall at all times be registered in the name of a single holder. (g) No transfer will be required to be The Certificates shall bear legends stating that they have not been registered under the Securities ActAct and are subject to the restrictions on transfer described herein. By purchasing a Certificate, each purchaser shall be deemed to have agreed to these restrictions on transfer. (h) In order to preserve the exemption for resales and transfers provided by Rule 144A, the Transferor shall provide to any Holder of a Non-Registered Certificate and any prospective purchaser designated by such Holder, upon request of such Holder or such prospective purchaser, such information required by Rule 144A as will enable the resale of such Non-Registered Certificate to be made pursuant to Rule 144A. The Owner Trustee shall cooperate with the Transferor in providing the Transferor such information regarding the Non-Registered Certificates, the Trust Assets and other matters regarding the Trust as the Transferor shall reasonably request to meet its obligations under the preceding sentence. (i) Notwithstanding any provision of this Agreement to the contrary, any transfer of Certificates that causes the total number of beneficial owners of Certificates to exceed ninety-nine (99) shall be null and void and the Certificate Register shall be amended to reflect such voided transfer.

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that that: (i) (a) such transferee is either an Affiliate of the Depositor or (b) (1) is a Qualified Institutional Buyer, (2) is aware that the sale of the Certificates to it is being made in reliance on the exemption from registration provided by Rule 144A, and (3) is acquiring the Certificates for its own account or for one or more accounts, each of which is a Qualified Institutional Buyer, and as to each of which the owner exercises sole investment discretion or for resale pursuant to Rule 144A; (ii) such transferee understands that the Certificates will bear the applicable legends set forth in Section 3.5(h); (iii) such transferee understands that the Certificates are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, none of the Certificates have been or will be registered under the Securities Act, and, if in the future the transferee decides to offer, resell, pledge or otherwise transfer the Certificates, such Certificates may only be offered, resold, pledged or otherwise transferred in accordance with this Agreement and the applicable legend on such Certificates set forth below; (iv) such transferee understands that an investment in the Certificates involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances. The transferee has had access to such financial and other information concerning the Issuer and the Certificates as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Certificates. The transferee has such knowledge and experience in financial and business matters that the transferee is capable of evaluating the merits and risks of its investment in the Certificates, and the transferee and any accounts for which it is acting are each able to bear the economic risk of the holder’s or of its investment; (v) such transferee will not offer, transfer, pledge, sell or otherwise dispose of the Certificates or any interest in the Certificates to any Person in any manner, or solicit any offer to buy, transfer, pledge or otherwise dispose of the Certificates or any interest in the Certificates from any Person in any manner, or make any general solicitation by means of general advertising or in any other manner, or take any other action that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or any other applicable securities laws or require registration pursuant thereto, and will not authorize any Person to act on its behalf, in such manner with respect to the Certificates; (vi) the Owner Trustee and the Issuer receive an Opinion determine (based on the advice of Counsel stating that, in counsel or such other information as they deem necessary or advisable) that the opinion transfer complies with the requirements of such counsel, such transfer will not cause the Issuer to be treated as an association clauses (or a publicly traded partnershipd) taxable as a corporation for federal income tax purposes, and (iiif) of this Section 3.5; (vii) such Certificate may not be acquired by or for the account of or with the assets of a Benefit Plan or a governmental, church, non-U.S. or other plan which is subject to any Similar Law; (xviii) unless such transferee is an Affiliate of the Depositor, the transferee provides a Certificate Investor Representation Letter substantially in the form of Exhibit B; and (ix) such transferee acknowledges that the Issuer, the Owner Trustee and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties and agreements in this Section 3.5 and agrees that if any of the acknowledgements, representations, warranties or agreements made by it in connection with its purchase of the Certificates are no longer accurate, the transferee will promptly notify the Issuer and the Owner Trustee. Each Certificateholder will represent and warrant that it is not (and will not be) a Benefit Plan or (y) any governmental plana governmental, church, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that plan which is subject to any Similar Law; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, Law and is not purchasing the (and will not be) accepting or holding such Certificate (or any interest therein) on behalf of (x) or with assets of a Benefit Plan or (y) any governmental plana governmental, non-U.S. plan, or church plan, other employee benefit plan or other retirement arrangement that which is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in clause (iii) and (ivvi) above is met and shall incur no liability to any Person in the event the Holder of a Certificate Certificateholder does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the CertificateCertificates, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer Percentage Interest evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5Section. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by (a) a written instrument of transfer in the form of the “Assignment” attached to the Form of Certificate attached hereto as Exhibit A and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require; provided, however, that the Owner Trustee shall not require the signature of the Depositor to be medallion guaranteed for the transfers from the Depositor to any applicable transferees on the date hereof, (b) an executed direction letter regarding registration of such transfer in the form attached hereto as Exhibit D, and (c) the documents required by Sections 3.5(a)(viii) and 3.5(f) hereof. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest Percentage Interest in the Issuer in the Certificate, register Certificate Register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder providesPercentage Interest. In the event a transferor transfers only a portion of its beneficial interest in the IssuerPercentage Interest, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage Percentage Interest and shall issue, execute and deliver to such transferee a new Certificate evidencing such transferee’s Percentage Interest. Subsequent to each transfer of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoeverwhatsoever (other than for purposes of clauses (d) and (e) of this Section 3.5), the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer Percentage Interest evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have has certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, and any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for United States federal income tax purposes), a grantor trust or an S Corporation (within the meaning of Section 1361(a)(1) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) corporation (each such entity, a “flow-through entity”) shall be treated as a Certificateholder Certificateholder, as applicable, unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same such transfer is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section Code section 7704 of the Code and any proposed, temporary or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Codefinal Treasury regulations thereunder. (f) No transfer Each transferee (i) shall be permitted unless the transferee that would be the beneficial owner of the interest in the Certificate is a “United States person” (as defined in Code section 7701(a)(30)) required to represent and shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying warrant that it is a United States person Tax Person and not subject to backup withholding. Neither (ii) shall provide a certification of non-foreign status, in such form as may be requested by the Seller or the Owner Trustee nor (e.g., IRS Form W-9), signed under penalties of perjury (and such other certification, representations or opinion of counsel as may be requested by the Issuer shall recognize any purchase Seller or transfer of Certificates that are to a Person other than a United States personthe Owner Trustee). (g) No If a Responsible Officer of Owner Trustee becomes aware that (1) a transfer will be or attempted or purported transfer of any Certificate or interest therein was consummated in compliance with the provisions of this Section 3.5 on the basis of a materially incorrect certification from the transferor or purported transferee, (2) a transferee failed to deliver to the Owner Trustee the certificate required to be registered delivered under Section 3.5(a)(viii) or (3) the Securities ActCertificateholder of any Certificate or interest therein is in material breach of any representation or agreement set forth in any certificate or any deemed representation or agreement of such Certificateholder, the Owner Trustee will direct the Certificate Registrar not to register such attempted or purported transfer and, if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall not operate to transfer any rights to the purported transferee (such purported transferee, a “Disqualified Transferee”) and the last preceding Certificateholder of such Certificateholder that was not a Disqualified Transferee shall be restored to all rights as a Certificateholder thereof retroactively to the date of the purported transfer of such Certificate by such Certificateholder. (h) Each Certificate will bear a legend to the following effect: “THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS AND ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A.”

Transfer of Certificates. (a) Any Certificateholder may assign, convey No transfer of a Certificate shall be made unless (I) such transfer (x) is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or otherwise (y) is exempt from the registration requirements under the Securities Act and such state securities laws and (II) such transfer all is to a Person that satisfies the requirements of paragraph (a)(2)(i) or (a)(2)(ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. (b) Each prospective purchaser of its righta Non-Registered Certificate not held in book-entry form (other than with respect to the initial transfer of any such Certificate by the Transferor) shall deliver a completed and duly executed Transferee's Certificate (in the form of Exhibit C hereto for "qualified institutional buyers" as defined in Rule 144A of the Securities Act ("Rule 144A") or Exhibit D hereto for "accredited investors" as defined in Rule 501(a)(1), title (2), (3) or (7) of Regulation D promulgated under the Securities Act) to the Owner Trustee and to the Transferor for inspection prior to effecting any requested transfer. Each prospective seller of a Non-Registered Certificate (other than with respect to the initial transfer of any such Certificate by the Transferor) shall deliver a completed and duly executed Transferor's Certificate (in the form of Exhibit E hereto) to the Owner Trustee for inspection prior to effecting any requested transfer. The Transferor and the Owner Trustee may conclusively rely upon the information contained in any such Transferee's Certificate or Transferor's Certificate in the absence of actual knowledge to the contrary. (c) In connection with any transfer, the Owner Trustee may (except in the case of (x) the initial transfer of any such Certificate by the Transferor, (y) a transfer to a "qualified institutional buyer" who delivers a Transferee's Certificate in the form of Exhibit C hereto, or (z) a transfer to a "accredited investor" who delivers a Transferee's Certificate in the form of Exhibit D hereto) require an opinion of counsel satisfactory to the Owner Trustee and the Transferor to the effect that such transfer may be effected without registration under the Securities Act, which opinion of counsel, if so required, shall be addressed to the Transferor and the Owner Trustee and shall be secured at the expense of the holder of a Certificate. The Owner Trustee may conclusively rely upon the representation of any purchaser made to the Owner Trustee, and upon such opinion of counsel, and shall be fully protected in so doing. (d) No transfer of a Certificate shall be made to any Person unless the Owner Trustee has received a certificate (substantially in the form of Exhibit F hereto) from such transferee to the effect that such transferee is not a Plan, and is not acting on behalf of or investing the assets of a Plan. The preparation and delivery of the certificate referred to above shall not be an expense of the Trust, the Owner Trustee or the Transferor but shall be borne by the transferee. Each transferee of a beneficial ownership interest in a book-entry Certificate shall be deemed to represent that it is not a Plan and is not acting on behalf of or investing the related Certificate; provided, assets of a Plan. (e) No transfer of a Certificate shall be made to any Person unless the Owner Trustee and Transferor have received a certificate (substantially in the form of Exhibit G hereto) from such transferee to the effect that (i) such transferee is either an Affiliate of the Depositor acquiring such Certificate for its own behalf and is not acting as agent or a Qualified Institutional Buyercustodian for any other Person or entity in connection with such acquisition, (ii) if the Owner Trustee and the Issuer receive an Opinion of Counsel stating thattransferee is a partnership, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (grantor trust or a publicly traded partnership) taxable as a S corporation for federal income tax purposespurposes (a "Flow Through Entity"), any Certificate (and interest in the Trust in the aggregate) owned by such Flow Through Entity will represent less than 50% of the value of the assets owned by such Flow Through Entity and no special allocation of income, gain, loss, deduction or credit from such certificate will be made among the beneficial owners of such Flow Through Entity, and (iii) such Certificate may not be acquired by or for the account of or with the assets of (x) transferee is a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (States Person within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, and is not purchasing the Certificate (or any interest therein) on behalf of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in (iii) and (iv) above is met and shall incur no liability to any Person in the event the Holder of a Certificate does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate, register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder provides. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S Corporation (within the meaning of Section 1361(a)(1) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code. (f) No transfer transfer, pledge or encumbrance of the Class R Certificate shall be permitted made to any Person unless the transferee that would be the beneficial owner (A) such Person is a Rated Entity, a Bankruptcy Remote Entity or a statutory trust established under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. § 3801 et seq. that is a Bankruptcy Remote Entity, or (B) such pledge is made to GCFP pursuant to the Credit and Security Agreement; provided, however, that in the event GCFP forecloses on its security interest in the Class R Certificate, the Class R Certificate is a “United States person” (as defined may be registered in Code section 7701(a)(30)) and shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original name of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying that it is a United States person and not subject to backup withholding. Neither the Owner Trustee nor the Issuer shall recognize any purchase or transfer of Certificates that are to a Person other than that is not a United States personBankruptcy Remote Entity for a period not to exceed two (2) Business Days. Each Certificate shall at all times be registered in the name of a single holder. (g) No transfer will be required to be The Certificates shall bear legends stating that they have not been registered under the Securities ActAct and are subject to the restrictions on transfer described herein. By purchasing a Certificate, each purchaser shall be deemed to have agreed to these restrictions on transfer. (h) In order to preserve the exemption for resales and transfers provided by Rule 144A, the Transferor shall provide to any Holder of a Non-Registered Certificate and any prospective purchaser designated by such Holder, upon request of such Holder or such prospective purchaser, such information required by Rule 144A as will enable the resale of such Non-Registered Certificate to be made pursuant to Rule 144A. The Owner Trustee shall cooperate with the Transferor in providing the Transferor such information regarding the Non-Registered Certificates, the Trust Assets and other matters regarding the Trust as the Transferor shall reasonably request to meet its obligations under the preceding sentence. (i) Notwithstanding any provision of this Agreement to the contrary, any transfer of Certificates that causes the total number of beneficial owners of Certificates to exceed ninety-nine (99) shall be null and void and the Certificate Register shall be amended to reflect such voided transfer.

Transfer of Certificates. (a) Any Certificateholder may assign, convey No transfer of a Certificate shall be made unless (I) such transfer (x) is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or otherwise (y) is exempt from the registration requirements under the Securities Act and such state securities laws and (II) such transfer all is to a Person that satisfies the requirements of paragraph (a)(2)(i) or (a)(2)(ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. (b) Each prospective purchaser of its righta Non-Registered Certificate not held in book-entry form (other than with respect to the initial transfer of any such Certificate by the Transferor) shall deliver a completed and duly executed Transferee's Certificate (in the form of Exhibit C hereto for "qualified institutional buyers" as defined in Rule 144A of the Securities Act ("Rule 144A") or Exhibit D hereto for "accredited investors" as defined in Rule 501(a)(1), title (2), (3) or (7) of Regulation D promulgated under the Securities Act) to the Owner Trustee and to the Transferor for inspection prior to effecting any requested transfer. Each prospective seller of a Non-Registered Certificate (other than with respect to the initial transfer of any such Certificate by the Transferor) shall deliver a completed and duly executed Transferor's Certificate (in the form of Exhibit E hereto) to the Owner Trustee for inspection prior to effecting any requested transfer. The Transferor and the Owner Trustee may conclusively rely upon the information contained in any such Transferee's Certificate or Transferor's Certificate in the absence of actual knowledge to the contrary. (c) In connection with any transfer, the Owner Trustee may (except in the case of (x) the initial transfer of any such Certificate by the Transferor, (y) a transfer to a "qualified institutional buyer" who delivers a Transferee's Certificate in the form of Exhibit C hereto, or (z) a transfer to a "accredited investor" who delivers a Transferee's Certificate in the form of Exhibit D hereto) require an opinion of counsel satisfactory to the Owner Trustee and the Transferor to the effect that such transfer may be effected without registration under the Securities Act, which opinion of counsel, if so required, shall be addressed to the Transferor and the Owner Trustee and shall be secured at the expense of the holder of a Certificate. The Owner Trustee may conclusively rely upon the representation of any purchaser made to the Owner Trustee, and upon such opinion of counsel, and shall be fully protected in so doing. (d) No transfer of a Certificate shall be made to any Person unless the Owner Trustee has received a certificate (substantially in the form of Exhibit F hereto) from such transferee to the effect that such transferee is not a Plan, and is not acting on behalf of or investing the assets of a Plan. The preparation and delivery of the certificate referred to above shall not be an expense of the Trust, the Owner Trustee or the Transferor but shall be borne by 17 <PAGE> the transferee. Each transferee of a beneficial ownership interest in a book-entry Certificate shall be deemed to represent that it is not a Plan and is not acting on behalf of or investing the related Certificate; provided, assets of a Plan. (e) No transfer of a Certificate shall be made to any Person unless the Owner Trustee and Transferor have received a certificate (substantially in the form of Exhibit G hereto) from such transferee to the effect that (i) such transferee is either an Affiliate of the Depositor acquiring such certificate for its own behalf and is not acting as agent or a Qualified Institutional Buyercustodian for any other Person or entity in connection with such acquisition, (ii) if the Owner Trustee and the Issuer receive an Opinion of Counsel stating thattransferee is a partnership, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (grantor trust or a publicly traded partnership) taxable as a S corporation for federal income tax purposespurposes (a "Flow Through Entity"), any certificate (and interest in the Trust in the aggregate) owned by such Flow Through Entity will represent less than 50% of the value of the assets owned by such Flow Through Entity and no special allocation of income, gain, loss, deduction or credit from such certificate will be made among the beneficial owners of such Flow Through Entity, and (iii) such Certificate may not be acquired by or for the account of or with the assets of (x) transferee is a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (States Person within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, and is not purchasing the Certificate (or any interest therein) on behalf of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in (iii) and (iv) above is met and shall incur no liability to any Person in the event the Holder of a Certificate does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate, register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder provides. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S Corporation (within the meaning of Section 1361(a)(1) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code. (f) No transfer transfer, pledge or encumbrance of the Class R Certificate shall be permitted made to any Person unless the transferee that would be the beneficial owner (A) such Person is a Rated Entity, a Bankruptcy Remote Entity or a statutory trust established under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. ss. 3801 et seq. that is a Bankruptcy Remote Entity, or (B) such pledge is made to GCFP pursuant to the Credit and Security Agreement; provided, however, that in the event GCFP forecloses on its security interest in the Class R Certificate, the Class R Certificate is a “United States person” (as defined may be registered in Code section 7701(a)(30)) and shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original name of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying that it is a United States person and not subject to backup withholding. Neither the Owner Trustee nor the Issuer shall recognize any purchase or transfer of Certificates that are to a Person other than that is not a United States personBankruptcy Remote Entity for a period not to exceed two (2) Business Days. Each Certificate shall at all times be registered in the name of a single holder. (g) No transfer will be required to be The Certificates shall bear legends stating that they have not been registered under the Securities ActAct and are subject to the restrictions on transfer described herein. By purchasing a Certificate, each purchaser shall be deemed to have agreed to these restrictions on transfer. (h) In order to preserve the exemption for resales and transfers provided by Rule 144A, the Transferor shall provide to any Holder of a Non-Registered Certificate and any prospective purchaser designated by such Holder, upon request of such Holder or such prospective purchaser, such information required by Rule 144A as will enable the resale of such Non-Registered Certificate to be made pursuant to Rule 144A. The Owner Trustee shall cooperate with the Transferor in providing the Transferor such information regarding the Non-Registered Certificates, the Trust Assets and other matters regarding the Trust as the Transferor shall reasonably request to meet its obligations under the preceding sentence. (i) Notwithstanding any provision of this Agreement to the contrary, any transfer of Certificates that causes the total number of beneficial owners of Certificates to exceed ninety-nine (99) shall be null and void and the Certificate Register shall be amended to reflect such voided transfer. 18 <PAGE> SECTION

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that that: (i) (a) such transferee is either an Affiliate of the Depositor or (b) (1) is a Qualified Institutional Buyer, (2) is aware that the sale of the Certificates to it is being made in reliance on the exemption from registration provided by Rule 144A, and (3) is acquiring the Certificates for its own account or for one or more accounts, each of which is a Qualified Institutional Buyer, and as to each of which the owner exercises sole investment discretion or for resale pursuant to Rule 144A; (ii) such transferee understands that the Certificates will bear the applicable legends set forth in Section 3.5(h); (iii) such transferee understands that the Certificates are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, none of the Certificates have been or will be registered under the Securities Act, and, if in the future the transferee decides to offer, resell, pledge or otherwise transfer the Certificates, such Certificates may only be offered, resold, pledged or otherwise transferred in accordance with this Agreement and the applicable legend on such Certificates set forth below; (iv) such transferee understands that an investment in the Certificates involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances. The transferee has had access to such financial and other information concerning the Issuer and the Certificates as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Certificates. The transferee has such knowledge and experience in financial and business matters that the transferee is capable of evaluating the merits and risks of its investment in the Certificates, and the transferee and any accounts for which it is acting are each able to bear the economic risk of the holder’s or of its investment; (v) such transferee will not offer, transfer, pledge, sell or otherwise dispose of the Certificates or any interest in the Certificates to any Person in any manner, or solicit any offer to buy, transfer, pledge or otherwise dispose of the Certificates or any interest in the Certificates from any Person in any manner, or make any general solicitation by means of general advertising or in any other manner, or take any other action that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or any other applicable securities laws or require registration pursuant thereto, and will not authorize any Person to act on its behalf, in such manner with respect to the Certificates; (vi) the Owner Trustee and the Issuer receive an Opinion determine (based on the advice of Counsel stating that, in counsel or such other information as they deem necessary or advisable) that the opinion transfer complies with the requirements of such counsel, such transfer will not cause the Issuer to be treated as an association clauses (or a publicly traded partnershipd) taxable as a corporation for federal income tax purposes, and (iiif) of this Section 3.5; (vii) such Certificate may not be acquired by or for the account of or with the assets of a Benefit Plan or a governmental, church, non-U.S. or other plan which is subject to any Similar Law; (xviii) unless such transferee is an Affiliate of the Depositor, the transferee provides a Certificate Investor Representation Letter substantially in the form of Exhibit B; and (ix) such transferee acknowledges that the Issuer, the Owner Trustee and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties and agreements in this Section 3.5 and agrees that if any of the acknowledgements, representations, warranties or agreements made by it in connection with its purchase of the Certificates are no longer accurate, the transferee will promptly notify the Issuer and the Owner Trustee. Each Certificateholder will represent and warrant that it is not (and will not be) a Benefit Plan or (y) any governmental plana governmental, church, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that plan which is subject to any Similar Law; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, Law and is not purchasing the (and will not be) accepting or holding such Certificate (or any interest therein) on behalf of (x) or with assets of a Benefit Plan or (y) any governmental plana governmental, non-U.S. plan, or church plan, other employee benefit plan or other retirement arrangement that which is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in clause (iii) and (ivvi) above is met and shall incur no liability to any Person in the event the Holder of a Certificate Certificateholder does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the CertificateCertificates, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer Percentage Interest evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5Section. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by (a) a written instrument of transfer in the form of the “Assignment” attached to the Form of Certificate attached hereto as Exhibit A and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require; provided, however, that the Owner Trustee shall not require the signature of the Depositor to be medallion guaranteed for the transfers from the Depositor to any applicable transferees on the date hereof, (b) an executed direction letter regarding registration of such transfer in the form attached hereto as Exhibit D, and (c) the documents required by Sections 3.5(a)(viii) and 3.5(f) hereof. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest Percentage Interest in the Issuer in the Certificate, register Certificate Register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder providesPercentage Interest. In the event a transferor transfers only a portion of its beneficial interest in the IssuerPercentage Interest, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage Percentage Interest and shall issue, execute and deliver to such transferee a new Certificate evidencing such transferee’s Percentage Interest. Subsequent to each transfer of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoeverwhatsoever (other than for purposes of clauses (d) and (e) of this Section 3.5), the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer Percentage Interest evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have has certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, and any such transfer (or purported transfer) shall be void ab initio, and no Person person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for United States federal income tax purposes), a grantor trust or an S Corporation (within the meaning of Section 1361(a)(1) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) corporation (each such entity, a “flow-through entity”) shall be treated as a Certificateholder Certificateholder, as applicable, unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same such transfer is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section Code section 7704 of the Code and any proposed, temporary or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Codefinal Treasury regulations thereunder. (f) No transfer Each transferee (i) shall be permitted unless the transferee that would be the beneficial owner of the interest in the Certificate is a “United States person” (as defined in Code section 7701(a)(30)) required to represent and shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying warrant that it is a United States person Tax Person and not subject to backup withholding. Neither (ii) shall provide a certification of non-foreign status, in such form as may be requested by the Seller or the Owner Trustee nor (e.g., IRS Form W-9), signed under penalties of perjury (and such other certification, representations or opinion of counsel as may be requested by the Issuer shall recognize any purchase Seller or transfer of Certificates that are to a Person other than a United States personthe Owner Trustee). (g) No If a Responsible Officer of Owner Trustee becomes aware that (1) a transfer will be or attempted or purported transfer of any Certificate or interest therein was consummated in compliance with the provisions of this Section 3.5 on the basis of a materially incorrect certification from the transferor or purported transferee, (2) a transferee failed to deliver to the Owner Trustee the certificate required to be registered delivered under Section 3.5(a)(viii) or (3) the Securities ActCertificateholder of any Certificate or interest therein is in material breach of any representation or agreement set forth in any certificate or any deemed representation or agreement of such Certificateholder, the Owner Trustee will direct the Certificate Registrar not to register such attempted or purported transfer and, if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall not operate to transfer any rights to the purported transferee (such purported transferee, a “Disqualified Transferee”) and the last preceding Certificateholder of such Certificateholder that was not a Disqualified Transferee shall be restored to all rights as a Certificateholder thereof retroactively to the date of the purported transfer of such Certificate by such Certificateholder. (h) Each Certificate will bear a legend to the following effect: “THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS AND ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A.”

Transfer of Certificates. (a) Any Certificateholder may assign, convey No transfer of a Certificate shall be made unless (I) such transfer (x) is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or otherwise (y) is exempt from the registration requirements under the Securities Act and such state securities laws and (II) such transfer all is to a Person that satisfies the requirements of paragraph (a)(2)(i) or (a)(2)(ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. (b) Each prospective purchaser of its righta Non-Registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate (in the form of EXHIBIT C hereto for "qualified institutional buyers" as defined in Rule 144A of the Securities Act ("Rule 144A") or EXHIBIT D hereto for "accredited investors" as defined in Rule 501(a)(1), title (2), (3) or (7) of Regulation D promulgated under the Securities Act) to the Owner Trustee and to the Transferor for inspection prior to effecting any requested transfer. Each prospective seller of a Non-Registered Certificate (other than with respect to the initial transfer of any such Certificate by the Transferor shall deliver a completed and duly executed Transferor's Certificate (in the form of EXHIBIT E hereto) to the Owner Trustee for inspection prior to effecting any requested transfer. The Transferor and the Owner Trustee may conclusively rely upon the information contained in any such Transferee's Certificate or Transferor's Certificate in the absence of actual knowledge to the contrary. (c) In connection with any transfer, the Owner Trustee may (except in the case of (x) the initial transfer of any such Certificate by the Transferor, (y) a transfer to a "qualified institutional buyer" who delivers a Transferee's Certificate in the form of Exhibit C hereto, or (z) a transfer to a "accredited investor" who delivers a Transferee's Certificate in the form of Exhibit D hereto) require an opinion of counsel satisfactory to the Owner Trustee and the Transferor to the effect that such transfer may be effected without registration under the Securities Act, which opinion of counsel, if so required, shall be addressed to the Transferor and the Owner Trustee and shall be secured at the expense of the holder of a Certificate. The Owner Trustee may conclusively rely upon the representation of any purchaser made to the Owner Trustee, and upon such opinion of counsel, and shall be fully protected in so doing. (d) No transfer of a Certificate shall be made to any Person unless the Owner Trustee has received a certificate (substantially in the form of EXHIBIT F hereto) from such transferee to the effect that such transferee is not a Plan, and is not acting on behalf of or investing the assets of a Plan. The preparation and delivery of the certificate referred to above shall not be an expense of the Trust, the Owner Trustee or the Transferor but shall be borne by the transferee. Each transferee of a beneficial ownership interest in a book-entry Certificate shall be deemed to represent that it is not a Plan and is not acting on behalf of or investing the related Certificate; provided, assets of a Plan. (e) No transfer of a Certificate shall be made to any Person unless the Owner Trustee and Transferor have received a certificate (substantially in the form of Exhibit G hereto) from such transferee to the effect that (i) such transferee is either an Affiliate of the Depositor acquiring such certificate for its own behalf and is not acting as agent or a Qualified Institutional Buyercustodian for any other Person or entity in connection with such acquisition, (ii) if the Owner Trustee and the Issuer receive an Opinion of Counsel stating thattransferee is a partnership, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (grantor trust or a publicly traded partnership) taxable as a S corporation for federal income tax purposespurposes (a "Flow Through Entity"), any certificate (and interest in the Trust in the aggregate) owned by such Flow Through Entity will represent less than 50% of the value of the assets owned by such Flow Through Entity and no special allocation of income, gain, loss, deduction or credit from such certificate will be made among the beneficial owners of such Flow Through Entity, and (iii) such Certificate may not be acquired by or for the account of or with the assets of (x) transferee is a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (States Person within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, and is not purchasing the Certificate (or any interest therein) on behalf of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in (iii) and (iv) above is met and shall incur no liability to any Person in the event the Holder of a Certificate does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate, register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder provides. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S Corporation (within the meaning of Section 1361(a)(1) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code. (f) No transfer transfer, pledge or encumbrance of the Certificate shall be permitted made to any Person unless the transferee that would be the beneficial owner (A) such Person is a Rated Entity, a Bankruptcy Remote Entity or a business trust established under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801 et seq. that is a Bankruptcy Remote Entity, or (B) such pledge is made to GCFP pursuant to the Credit and Security Agreement; provided, however, that in the event GCFP forecloses on its security interest in the Certificate, the Certificate is a “United States person” (as defined may be registered in Code section 7701(a)(30)) and shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original name of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying that it is a United States person and not subject to backup withholding. Neither the Owner Trustee nor the Issuer shall recognize any purchase or transfer of Certificates that are to a Person other than that is not a United States personBankruptcy Remote Entity for a period not to exceed two (2) Business Days. The Certificate shall at all times be registered in the name of a single holder. (g) No transfer will be required to be The Certificates shall bear legends stating that they have not been registered under the Securities ActAct and are subject to the restrictions on transfer described herein. By purchasing a Certificate, each purchaser shall be deemed to have agreed to these restrictions on transfer. (h) In order to preserve the exemption for resales and transfers provided by Rule 144A, the Transferor shall provide to any Holder of a Non-Registered Certificate and any prospective purchaser designated by such Holder, upon request of such Holder or such prospective purchaser, such information required by Rule 144A as will enable the resale of such Non-Registered Certificate to be made pursuant to Rule 144A. The Owner Trustee shall cooperate with the Transferor in providing the Transferor such information regarding the Non-Registered Certificates, the Trust Assets and other matters regarding the Trust as the Transferor shall reasonably request to meet its obligations under the preceding sentence. (i) Notwithstanding any provision of this Agreement to the contrary, any transfer of Certificates that causes the total number of beneficial owners of Certificates to exceed ninety-nine (99) shall be null and void and the Certificate Register shall be amended to reflect such voided transfer.

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that that: (i) (a) such transferee is either an Affiliate of the Depositor or (b) (1) is a Qualified Institutional Buyer, (2) is aware that the sale or resale of the Certificates to it is being made in reliance on the exemption from registration provided by Rule 144A and (3) is acquiring the Certificates for its own account or for one or more accounts, each of which is a Qualified Institutional Buyer, and as to each of which the owner exercises sole investment discretion; (ii) such transferee understands that the Certificates will bear the applicable legends set forth in Section 3.5(h); (iii) such transferee understands that the Certificates are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, none of the Certificates have been or will be registered under the Securities Act, and, if in the future the transferee decides to offer, resell, pledge or otherwise transfer the Certificates, such Certificates may be offered, resold, pledged or otherwise transferred solely in accordance with this Agreement and the applicable legend on such Certificates set forth below; (iv) such transferee understands that an investment in the Certificates involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances. The transferee has had access to such financial and other information concerning the Issuer and the Certificates as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Certificates. The transferee has such knowledge and experience in financial and business matters that the transferee is capable of evaluating the merits and risks of its investment in the Certificates, and the transferee and any accounts for which it is acting are each able to bear the economic risk of the holder’s or of such investment; (v) such transferee will not offer, transfer, pledge, sell or otherwise dispose of the Certificates or any interest in the Certificates to any Person in any manner, or solicit any offer to buy, transfer, pledge or otherwise dispose of the Certificates or any interest in the Certificates from any Person in any manner, or make any general solicitation by means of general advertising or in any other manner, or take any other action that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or any other applicable securities laws or require registration pursuant thereto, and will not authorize any Person to act on its behalf, in such manner with respect to the Certificates; (vi) the Owner Trustee and the Issuer receive an Opinion determine (based on the advice of Counsel stating that, in counsel or such other information as they deem necessary or advisable) that the opinion transfer complies with the requirements of such counsel, such transfer will not cause the Issuer to be treated as an association clauses (or a publicly traded partnershipd) taxable as a corporation for federal income tax purposes, and (iiif) of this Section 3.5; (vii) such Certificate may not be acquired by or for the account of or with the assets of a Benefit Plan or a governmental, church, non-U.S. or other plan which is subject to any Similar Law; (xviii) unless such transferee is an Affiliate of the Depositor, the transferee provides a Certificate Investor Representation Letter substantially in the form of Exhibit B; and (ix) such transferee acknowledges that the Issuer, the Owner Trustee and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties and agreements in this Section 3.5 and agrees that if any of the acknowledgements, representations, warranties or agreements made by it in connection with its purchase of the Certificates are no longer accurate, the transferee will promptly notify the Issuer and the Owner Trustee. Each Certificateholder will represent and warrant that it is not (and will not be) a Benefit Plan or (y) any governmental plana governmental, church, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that plan which is subject to any Similar Law; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, Law and is not purchasing the (and will not be) accepting or holding such Certificate (or any interest therein) on behalf of (x) or with assets of a Benefit Plan or (y) any governmental plana governmental, non-U.S. plan, or church plan, other employee benefit plan or other retirement arrangement that which is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in clause (iii) and (ivvi) above is met and shall incur no liability to any Person in the event the Holder of a Certificate Certificateholder does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the CertificateCertificates, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer Percentage Interest evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5Section. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by (a) a written instrument of transfer in the form of the “Assignment” attached to the Form of Certificate attached hereto as Exhibit A and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require; provided, however, that the Owner Trustee shall not require the signature of the Depositor to be medallion guaranteed for the transfers from the Depositor to any applicable transferees on the date hereof, (b) an executed direction letter regarding registration of such transfer in the form attached hereto as Exhibit D, and (c) the documents required by Sections 3.5(a)(viii) and 3.5(f) hereof. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest Percentage Interest in the Issuer in the Certificate, register Certificate Register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder providesPercentage Interest. In the event a transferor transfers only a portion of its beneficial interest in the IssuerPercentage Interest, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage Percentage Interest and shall issue, execute and deliver to such transferee a new Certificate evidencing such transferee’s Percentage Interest. Subsequent to each transfer of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoeverwhatsoever (other than for purposes of clauses (d) and (e) of this Section 3.5), the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer Percentage Interest evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have has certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, and any such transfer (or purported transfer) shall be void ab initio, and no Person person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for United States federal income tax purposes), a grantor trust or an S Corporation (within the meaning of Section 1361(a)(1) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) corporation (each such entity, a “flow-through entity”) shall be treated as a Certificateholder Certificateholder, as applicable, unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same such transfer is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section Code section 7704 of the Code and any proposed, temporary or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Codefinal Treasury regulations thereunder. (f) No transfer Each transferee (i) shall be permitted unless the transferee that would be the beneficial owner of the interest in the Certificate is a “United States person” (as defined in Code section 7701(a)(30)) required to represent and shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying warrant that it is a United States person Tax Person and not subject to backup withholding. Neither (ii) shall provide a certification of non-foreign status, in such form as may be requested by the Seller or the Owner Trustee nor (e.g., IRS Form W-9), signed under penalties of perjury (and such other certification, representations or opinion of counsel as may be requested by the Issuer shall recognize any purchase Seller or transfer of Certificates that are to a Person other than a United States personthe Owner Trustee). (g) No If a Responsible Officer of the Owner Trustee becomes aware that (1) a transfer will be or attempted or purported transfer of any Certificate or interest therein was consummated in compliance with the provisions of this Section 3.5 on the basis of a materially incorrect certification from the transferor or purported transferee, (2) a transferee failed to deliver to the Owner Trustee the certificate required to be registered delivered under Section 3.5(a)(viii) or (3) the Securities ActCertificateholder of any Certificate or interest therein is in material breach of any representation or agreement set forth in any certificate or any deemed representation or agreement of such Certificateholder, the Owner Trustee will direct the Certificate Registrar not to register such attempted or purported transfer and, if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall not operate to transfer any rights to the purported transferee (such purported transferee, a “Disqualified Transferee”) and the last preceding Certificateholder of such Certificateholder that was not a Disqualified Transferee shall be restored to all rights as a Certificateholder thereof retroactively to the date of the purported transfer of such Certificate by such Certificateholder. (h) Each Certificate will bear a legend to the following effect: “THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS AND ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A.”

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that that: (i) (a) such transferee is either an Affiliate of the Depositor or (b) (1) is a Qualified Institutional Buyer, (2) is aware that the sale of the Certificates to it is being made in reliance on the exemption from registration provided by Rule 144A, and (3) is acquiring the Certificates for its own account or for one or more accounts, each of which is a Qualified Institutional Buyer, and as to each of which the owner exercises sole investment discretion or for resale pursuant to Rule 144A; (ii) such transferee understands that the Certificates will bear the applicable legends set forth in Section 3.5(g); (iii) such transferee understands that the Certificates are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, none of the Certificates have been or will be registered under the Securities Act, and, if in the future the transferee decides to offer, resell, pledge or otherwise transfer the Certificates, such Certificates may only be offered, resold, pledged or otherwise transferred in accordance with this Agreement and the applicable legend on such Certificates set forth below; (iv) such transferee understands that an investment in the Certificates involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances. The transferee has had access to such financial and other information concerning the Issuer and the Certificates as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Certificates. The transferee has such knowledge and experience in financial and business matters that the transferee is capable of evaluating the merits and risks of its investment in the Certificates, and the transferee and any accounts for which it is acting are each able to bear the economic risk of the holder’s or of its investment; (v) such transferee will not offer, transfer, pledge, sell or otherwise dispose of the Certificates or any interest in the Certificates to any Person in any manner, or solicit any offer to buy, transfer, pledge or otherwise dispose of the Certificates or any interest in the Certificates from any Person in any manner, or make any general solicitation by means of general advertising or in any other manner, or take any other action that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or any other applicable securities laws or require registration pursuant thereto, and will not authorize any Person to act on its behalf, in such manner with respect to the Certificates; (vi) the Owner Trustee and the Issuer receive an Opinion determine (based on the advice of Counsel stating that, in counsel or such other information as they deem necessary or advisable) that the opinion transfer complies with the requirements of such counsel, such transfer will not cause the Issuer to be treated as an association clauses (or a publicly traded partnershipd) taxable as a corporation for federal income tax purposes, and (iiie) of this Section 3.5; (vii) such Certificate may not be acquired by or for the account of or with the assets of a Benefit Plan or a governmental, church, non-U.S. or other plan which is subject to any Similar Law; (xviii) the transferee provides a Certificate Investor Representation Letter substantially in the form of Exhibit B; and (ix) such transferee acknowledges that the Issuer, the Owner Trustee, the Placement Agent and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties and agreements in this Section 3.5 and agrees that if any of the acknowledgements, representations, warranties or agreements made by it in connection with its purchase of the Certificates are no longer accurate, the transferee will promptly notify the Issuer, the Owner Trustee and the Placement Agent. Each Certificateholder will represent and warrant that it is not (and will not be) a Benefit Plan or (y) any governmental plana governmental, church, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that plan which is subject to any Similar Law; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, Law and is not purchasing the (and will not be) accepting or holding such Certificate (or any interest therein) on behalf of (x) or with assets of a Benefit Plan or (y) any governmental plana governmental, non-U.S. plan, or church plan, other employee benefit plan or other retirement arrangement that which is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in (iii) and (ivvi) above is met and shall incur no liability to any Person in the event the Holder of a Certificate Certificateholder does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the CertificateCertificates, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer Percentage Interest evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5Section. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by (a) a written instrument of transfer in the form of the “Assignment” attached to the Form of Certificate attached hereto as Exhibit A and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require; provided, however, that the Owner Trustee shall not require the signature of the Depositor to be medallion guaranteed for the transfers from the Depositor to the applicable transferees on the date hereof, (b) an executed direction letter regarding registration of such transfer in the form attached hereto as Exhibit D, and (c) the documents required by Sections 3.5(a)(viii) and 3.5(e) hereof. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest Percentage Interest in the Issuer in the Certificate, register Certificate Register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder providesPercentage Interest. In the event a transferor transfers only a portion of its beneficial interest in the IssuerPercentage Interest, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage Percentage Interest and shall issue, execute and deliver to such transferee a new Certificate evidencing such transferee’s Percentage Interest. Subsequent to each transfer of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoeverwhatsoever (other than for purposes of clauses (d) and (e) of this Section 3.5), the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer Percentage Interest evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have has certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S Corporation (within the meaning of Section 1361(a)(1) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same such transfer is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section Code section 7704 of the Code and any proposed, temporary or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Codefinal Treasury regulations thereunder. (fe) No transfer shall be permitted unless the transferee that would be the beneficial Each registered owner of the and, if different, each owner of a beneficial interest in the in, a Certificate that is a “United States person” (as defined in Code section 7701(a)(30)) and shall deliver to the Owner Trustee Trustee, the Administrator and the Administrator a Certificate Paying Agent two properly completed and duly executed original originals of U.S. Internal Revenue Service form Form W-9 (or applicable successor form) certifying that it is a United States person and not subject to backup withholding. Neither Each registered owner of and, if different, each owner of a beneficial interest in, a Certificate that is not a “United States person” shall deliver to the Owner Trustee, the Administrator and the Certificate Paying Agent two properly completed and duly executed originals of U.S. Internal Revenue Service Form W-8BEN (Certification of Foreign Status as Beneficial Owner), IRS Form W-8IMY (Certification of Foreign Intermediary Status) or IRS Form W-8ECI (Certification of Foreign Person’s Claim for Exemption from Withholding on Income Effectively Connected with Conduct of a U.S. Trade or Business), or any successors to such IRS forms (i) to permit the Owner Trustee, the Administrator and the Certificate Paying Agent to make payments to the purchaser without, or at a reduced rate of, withholding, (ii) to enable the Issuer to qualify for a reduced rate of withholding in any jurisdiction from or through which the Issuer receives payments on its assets, or (iii) to enable the Owner Trustee, the Administrator and the Certificate Paying Agent to satisfy any reporting or other obligations under any applicable tax law, and will update or replace such form, certification or other information as necessary in accordance with its terms or its subsequent amendments. The applicable Internal Revenue Service forms required to be delivered, as described above, shall be delivered on or prior to the date on which a Certificateholder becomes a Certificateholder under this Agreement and from time to time thereafter as prescribed by applicable law or upon the request of the Certificate Paying Agent. In addition, each registered owner of and, if different, each owner of a beneficial interest in, a Certificate that is not a “United States person” within the meaning of section 7701(a)(30) of the Code, shall submit a statement certifying that it is not a “controlled foreign corporation” that is related to the Issuer, within the meaning of section 881(c)(3)(C) of the Code. Each purchaser, beneficial owner and subsequent transferee of a Certificate or an interest therein shall provide to the Issuer and the Owner Trustee, on or prior to, and after, the date of its acquisition of a Certificate or beneficial interest, any information requested by the Issuer and the Owner Trustee nor as is necessary (as determined in the sole discretion of the Issuer or the Owner Trustee, as applicable) for the Issuer and the Owner Trustee to determine the obligations of any party under this Agreement pursuant to Code sections 1471-1474 (the “FATCA Provisions”), including whether such purchaser, beneficial owner or transferee is a U.S. Person or a non-U.S. 9 Amended and Restated Trust Agreement (2013-A) person, and if such purchaser, beneficial owner or transferee is a non-U.S. person whether it is a foreign financial institution (“FFI”) as defined in Code section 1471(d)(4) or a non-financial foreign entity as defined in Code section 1472(d) (“non-FFI”). If a purchaser, beneficial owner or transferee of a Certificate is, or would be, a FFI, such FFI shall recognize represent (or shall be deemed by acceptance of its Certificate or interest therein to represent) to the Issuer and Owner Trustee that it has met (or will meet as soon as applicable guidance is issued by the IRS) the reporting requirements of Code section 1471(b) (“FFI Reporting Obligations”), and such FFI shall further represent and agree that it shall continue to meet its FFI Reporting Obligations and has not made (and will not make) the election to be withheld upon pursuant to Code section 1471(b)(3). If a purchaser, beneficial owner or transferee of a Certificate is, or would be, a non-FFI such non-FFI shall, when applicable law requires a non-FFI to meet the reporting requirements of Code section 1472(b) either (i) represent (or shall be deemed by acceptance of its Certificate or interest therein to represent) to the Issuer and Owner Trustee that it does not have (or will not have as soon as applicable guidance is issued by the U.S. Internal Revenue Service) any purchase substantial United States owners within the meaning of Code section 1472(b)(1)(A) or (ii) provide to the Issuer and Owner Trustee the name, address, and taxpayer identification number of each of its substantial United States owners and any other information required by Code section 1472. Each purchaser, beneficial owner and subsequent transferee of Certificates or an interest therein will be required or deemed to acknowledge that the Issuer may provide such information and any other information concerning its investment in the Certificates to the U.S. Internal Revenue Service. In addition, each purchaser, beneficial owner and subsequent transferee of Certificates or an interest therein will be required or deemed to understand and acknowledge that the Issuer has the right, hereunder, to withhold on any beneficial owner of an interest in a Certificate that fails to comply with the foregoing requirements. (f) If a Responsible Officer of Owner Trustee becomes aware that (1) a transfer or attempted or purported transfer of Certificates any Certificate or interest therein was consummated in compliance with the provisions of this Section 3.5 on the basis of a materially incorrect certification from the transferor or purported transferee, (2) a transferee failed to deliver to the Owner Trustee the certificate required to be delivered under Section 3.5(a)(viii) or (3) the Certificateholder of any Certificate or interest therein is in material breach of any representation or agreement set forth in any certificate or any deemed representation or agreement of such Certificateholder, the Owner Trustee will direct the Certificate Registrar not to register such attempted or purported transfer and, if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall not operate to transfer any rights to the purported transferee (such purported transferee, a “Disqualified Transferee”) and the last preceding Certificateholder of such Certificateholder that are was not a Disqualified Transferee shall be restored to all rights as a Person other than a United States personCertificateholder thereof retroactively to the date of the purported transfer of such Certificate by such Certificateholder. (g) No transfer Each Certificate will be required bear a legend to be registered under the Securities Act.following effect: “THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS AND ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A.”

Transfer of Certificates. (a) Any Certificateholder 16.7.1 Every Certificate Holder shall be entitled to transfer the Certificates held by him by an instrument in such form as the Adviser may assign, convey or otherwise transfer all or any of its right, title and interest in prescribe from time to time with the related Certificate; provided, that (i) such transferee is either an Affiliate approval of the Depositor or a Qualified Institutional Buyer, (ii) the Owner Trustee and the Issuer receive an Opinion of Counsel stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes, and (iii) such Trustee. 16.7.2 A Certificate may not be acquired by or for the account of or with the assets of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, and is not purchasing the Certificate (or any interest therein) on behalf of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement transferable only in (iii) and (iv) above is met and shall incur no liability to any Person in the event the Holder of a Certificate does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate, register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder provides. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contraryentirety. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of 16.7.3 Both the transferor and the transferee must sign every instrument of transfer and the transferor shall be deemed to remain the Holder of the Certificates transferred until the name of the transferee is entered in the Register in respect thereof. 16.7.4 Every instrument of transfer must be duly completed in all respects including affixation of transfer stamps of the requisite value. Where Certificates have certified been issued the Trustee may dispense with the production of any Certificate where the Certificate shall have become lost, stolen or destroyed subject to compliance by the transferor with the like requirements to those arising in the case of an application by him for the replacement thereof as provided in this Deed. 16.7.5 The Registrar shall retain all instruments of transfer. 16.7.6 The Registrar with the prior approval of the Investment Adviser and the Trustee shall be entitled to destroy all instruments of transfer or the copies thereof as the case may be which have been registered at any time after the expiration of twelve years from the date of registration thereof and all Certificates which have been cancelled at any time after the expiration of six years from the date of cancellation thereof and all registers, statements and other records and documents relating to the Owner Trustee that such transfer does not violate Trust at any time after the expiration of six years from termination of the Trust. The Trustee or the Investment Adviser or the Registrar shall be under no liability whatsoever in consequence thereof and it shall conclusively be presumed in favour of the Trustee or the Adviser or the Registrar that every instrument of transfer restrictions stated herein including, but so destroyed was a valid and effective instrument duly and properly registered by the Trustee or the Investment Adviser or the Registrar and that every Certificate so destroyed was a valid Certificate duly and properly cancelled: Provided always that: (i) the provisions aforesaid shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties thereto) to which the document may be relevant; (ii) nothing in this sub-clause shall be construed as imposing upon the Trustee or the Investment Adviser or the Registrar any liability in respect of the destruction of any document earlier than as aforesaid or in any ease where the conditions of proviso (i) above are not limited to clauses (d) fulfilled; and (eiii) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, reference herein to the fullest extent permitted by law, destruction of any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S Corporation (within the meaning of Section 1361(a)(1) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable document includes reference to the flow-through entity’s interest (direct or indirect) disposal thereof in the Issuerany manner. (e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code. (f) No transfer shall be permitted unless the transferee that would be the beneficial owner of the interest in the Certificate is a “United States person” (as defined in Code section 7701(a)(30)) and shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying that it is a United States person and not subject to backup withholding. Neither the Owner Trustee nor the Issuer shall recognize any purchase or transfer of Certificates that are to a Person other than a United States person. (g) No transfer will be required to be registered under the Securities Act.

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that that: (i) (a) such transferee is either an Affiliate of the Depositor or (b) (1) is a Qualified Institutional Buyer, (2) is aware that the sale or resale of the Certificates to it is being made in reliance on the exemption from registration provided by Rule 144A and (3) is acquiring the Certificates for its own account or for one or more accounts, each of which is a Qualified Institutional Buyer, and as to each of which the owner exercises sole investment discretion; (ii) such transferee understands that the Certificates will bear the applicable legends set forth in Section 3.5(h); (iii) such transferee understands that the Certificates are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, none of the Certificates have been or will be registered under the Securities Act, and, if in the future the transferee decides to offer, resell, pledge or otherwise transfer the Certificates, such Certificates may be offered, resold, pledged or otherwise transferred solely in accordance with this Agreement and the applicable legend on such Certificates set forth below; (iv) such transferee understands that an investment in the Certificates involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances. The transferee has had access to such financial and other information concerning the Issuer and the Certificates as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Certificates. The transferee has such knowledge and experience in financial and business matters that the transferee is capable of evaluating the merits and risks of its investment in the Certificates, and the transferee and any accounts for which it is acting are each able to bear the economic risk of the holder’s or of such investment; (v) such transferee will not offer, transfer, pledge, sell or otherwise dispose of the Certificates or any interest in the Certificates to any Person in any manner, or solicit any offer to buy, transfer, pledge or otherwise dispose of the Certificates or any interest in the Certificates from any Person in any manner, or make any general solicitation by means of general advertising or in any other manner, or take any other action that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or any other applicable securities laws or require registration pursuant thereto, and will not authorize any Person to act on its behalf, in such manner with respect to the Certificates; (vi) the Owner Trustee and the Issuer receive an Opinion determine (based on the advice of Counsel stating that, in counsel or such other information as they deem necessary or advisable) that the opinion transfer complies with the requirements of such counsel, such transfer will not cause the Issuer to be treated as an association clauses (or a publicly traded partnershipd) taxable as a corporation for federal income tax purposes, and (iiif) of this Section 3.5; (vii) such Certificate may not be acquired by or for the account of or with the assets of a Benefit Plan or a governmental, church, non-U.S. or other plan which is subject to any Similar Law; (xviii) unless such transferee is an Affiliate of the Depositor, the transferee provides a Certificate Investor Representation Letter substantially in the form of Exhibit B; and (ix) such transferee acknowledges that the Issuer, the Owner Trustee and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties and agreements in this Section 3.5 and agrees that if any of the acknowledgements, representations, warranties or agreements made by it in connection with its purchase of the Certificates are no longer accurate, the transferee will promptly notify the Issuer and the Owner Trustee. Each Certificateholder will represent and warrant that it is not (and will not be) a Benefit Plan or (y) any governmental plana governmental, church, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that plan which is subject to any Similar Law; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, Law and is not purchasing the (and will not be) accepting or holding such Certificate (or any interest therein) on behalf of (x) or with assets of a Benefit Plan or (y) any governmental plana governmental, non-U.S. plan, or church plan, other employee benefit plan or other retirement arrangement that which is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in clause (iii) and (ivvi) above is met and shall incur no liability to any Person in the event the Holder of a Certificate Certificateholder does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the CertificateCertificates, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer Percentage Interest evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5Section. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by (a) a written instrument of transfer in the form of the “Assignment” attached to the Form of Certificate attached hereto as Exhibit A and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require; provided, however, that the Owner Trustee shall not require the signature of the Depositor to be medallion guaranteed for the transfers from the Depositor to any applicable transferees on the date hereof, (b) an executed direction letter regarding registration of such transfer in the form attached hereto as Exhibit D, and (c) the documents required by Sections 3.5(a)(viii) and 3.5(f) hereof. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest Percentage Interest in the Issuer in the Certificate, register Certificate Register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder providesPercentage Interest. In the event a transferor transfers only a portion of its beneficial interest in the IssuerPercentage Interest, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage Percentage Interest and shall issue, execute and deliver to such transferee a new Certificate evidencing such transferee’s Percentage Interest. Subsequent to each transfer of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoeverwhatsoever (other than for purposes of clauses (d) and (e) of this Section 3.5), the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer Percentage Interest evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have has certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, and any such transfer (or purported transfer) shall be void ab initio, and no Person person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for United States federal income tax purposes), a grantor trust trust, an S corporation or an S Corporation entity wholly owned and disregarded as separate from (within the meaning of Treasury Regulation Section 1361(a)(1301.7701-3) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) foregoing (each such entity, a “flow-through entity”) shall be treated as a Certificateholder Certificateholder, as applicable, unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same such transfer is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section Code section 7704 of the Code and any proposed, temporary or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Codefinal Treasury regulations thereunder. (f) No transfer Each transferee (i) shall be permitted unless the transferee that would be the beneficial owner of the interest in the Certificate is a “United States person” (as defined in Code section 7701(a)(30)) required to represent and shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying warrant that it is a United States person Tax Person and not subject to backup withholding. Neither (ii) shall provide a certification of non-foreign status, in such form as may be requested by the Seller or the Owner Trustee nor (e.g., IRS Form W-9), signed under penalties of perjury (and such other certification, representations or opinion of counsel as may be requested by the Issuer shall recognize any purchase Seller or transfer of Certificates that are to a Person other than a United States personthe Owner Trustee). (g) No If a Responsible Officer of the Owner Trustee becomes aware that (1) a transfer will be or attempted or purported transfer of any Certificate or interest therein was consummated in compliance with the provisions of this Section 3.5 on the basis of a materially incorrect certification from the transferor or purported transferee, (2) a transferee failed to deliver to the Owner Trustee the certificate required to be registered delivered under Section 3.5(a)(viii) or (3) the Securities ActCertificateholder of any Certificate or interest therein is in material breach of any representation or agreement set forth in any certificate or any deemed representation or agreement of such Certificateholder, the Owner Trustee will direct the Certificate Registrar not to register such attempted or purported transfer and, if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall not operate to transfer any rights to the purported transferee (such purported transferee, a “Disqualified Transferee”) and the last preceding Certificateholder of such Certificateholder that was not a Disqualified Transferee shall be restored to all rights as a Certificateholder thereof retroactively to the date of the purported transfer of such Certificate by such Certificateholder. (h) Each Certificate will bear a legend to the following effect: “THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS AND ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A.”

Transfer of Certificates. (a) Any Certificateholder may assign, convey No transfer of a Certificate shall be made unless (I) such transfer (x) is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or otherwise (y) is exempt from the registration requirements under the Securities Act and such state securities laws and (II) such transfer all is to a Person that satisfies the requirements of paragraph (a)(2)(i) or (a)(2)(ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. (b) Each prospective purchaser of its righta Non-Registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate (in the form of Exhibit C hereto for "qualified institutional buyers" as defined in Rule 144A of the Securities Act ("Rule 144A") or Exhibit D hereto for "accredited investors" as defined in Rule 501(a)(1), title (2), (3) or (7) of Regulation D promulgated under the Securities Act) to the Owner Trustee and to the Transferor for inspection prior to effecting any requested transfer. Each prospective seller of a Non-Registered Certificate (other than with respect to the initial transfer of any such Certificate by the Transferor shall deliver a completed and duly executed Transferor's Certificate (in the form of Exhibit E hereto) to the Owner Trustee for inspection prior to effecting any requested transfer. The Transferor and the Owner Trustee may conclusively rely upon the information contained in any such Transferee's Certificate or Transferor's Certificate in the absence of actual knowledge to the contrary. (c) In connection with any transfer, the Owner Trustee may (except in the case of (x) the initial transfer of any such Certificate by the Transferor, (y) a transfer to a "qualified institutional buyer" who delivers a Transferee's Certificate in the form of Exhibit C hereto, or (z) a transfer to a "accredited investor" who delivers a Transferee's Certificate in the form of Exhibit D hereto) require an opinion of counsel satisfactory to the Owner Trustee and the Transferor to the effect that such transfer may be effected without registration under the Securities Act, which opinion of counsel, if so required, shall be addressed to the Transferor and the Owner Trustee and shall be secured at the expense of the holder of a Certificate. The Owner Trustee may conclusively rely upon the representation of any purchaser made to the Owner Trustee, and upon such opinion of counsel, and shall be fully protected in so doing. (d) No transfer of a Certificate shall be made to any Person unless the Owner Trustee has received a certificate (substantially in the form of Exhibit F hereto) from such transferee to the effect that such transferee is not a Plan, and is not acting on behalf of or investing the assets of a Plan. The preparation and delivery of the certificate referred to above shall not be an expense of the Trust, the Owner Trustee or the Transferor but shall be borne by the transferee. Each transferee of a beneficial ownership interest in a book-entry Certificate shall be deemed to represent that it is not a Plan and is not acting on behalf of or investing the related Certificate; provided, assets of a Plan. (e) No transfer of a Certificate shall be made to any Person unless the Owner Trustee and Transferor have received a certificate (substantially in the form of Exhibit G hereto) from such transferee to the effect that (i) such transferee is either an Affiliate of the Depositor acquiring such certificate for its own behalf and is not acting as agent or a Qualified Institutional Buyercustodian for any other Person or entity in connection with such acquisition, (ii) if the Owner Trustee and the Issuer receive an Opinion of Counsel stating thattransferee is a partnership, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (grantor trust or a publicly traded partnership) taxable as a S corporation for federal income tax purposespurposes (a "Flow Through Entity"), any certificate (and interest in the Trust in the aggregate) owned by such Flow Through Entity will represent less than 50% of the value of the assets owned by such Flow Through Entity and no special allocation of income, gain, loss, deduction or credit from such certificate will be made among the beneficial owners of such Flow Through Entity, and (iii) such Certificate may not be acquired by or for the account of or with the assets of (x) transferee is a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (States Person within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, and is not purchasing the Certificate (or any interest therein) on behalf of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in (iii) and (iv) above is met and shall incur no liability to any Person in the event the Holder of a Certificate does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate, register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder provides. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S Corporation (within the meaning of Section 1361(a)(1) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code. (f) No transfer transfer, pledge or encumbrance of the Certificate shall be permitted made to any Person unless the transferee that would be the beneficial owner (A) such Person is a Rated Entity, a Bankruptcy Remote Entity or a statutory trust established under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.(section) 3801 et seq. that is a Bankruptcy Remote Entity, or (B) such pledge is made to GCFP pursuant to the Credit and Security Agreement; provided, however, that in the event GCFP forecloses on its security interest in the Certificate, the Certificate is a “United States person” (as defined may be registered in Code section 7701(a)(30)) and shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original name of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying that it is a United States person and not subject to backup withholding. Neither the Owner Trustee nor the Issuer shall recognize any purchase or transfer of Certificates that are to a Person other than that is not a United States personBankruptcy Remote Entity for a period not to exceed two (2) Business Days. The Certificate shall at all times be registered in the name of a single holder. (g) No transfer will be required to be The Certificates shall bear legends stating that they have not been registered under the Securities ActAct and are subject to the restrictions on transfer described herein. By purchasing a Certificate, each purchaser shall be deemed to have agreed to these restrictions on transfer. (h) In order to preserve the exemption for resales and transfers provided by Rule 144A, the Transferor shall provide to any Holder of a Non-Registered Certificate and any prospective purchaser designated by such Holder, upon request of such Holder or such prospective purchaser, such information required by Rule 144A as will enable the resale of such Non-Registered Certificate to be made pursuant to Rule 144A. The Owner Trustee shall cooperate with the Transferor in providing the Transferor such information regarding the Non-Registered Certificates, the Trust Assets and other matters regarding the Trust as the Transferor shall reasonably request to meet its obligations under the preceding sentence. (i) Notwithstanding any provision of this Agreement to the contrary, any transfer of Certificates that causes the total number of beneficial owners of Certificates to exceed ninety-nine (99) shall be null and void and the Certificate Register shall be amended to reflect such voided transfer.

Transfer of Certificates. (a) Any Certificateholder 17.7.1 Every Certificate Holder shall be entitled to transfer the Certificates held by him by an instrument in such form as the Investment Advisor may assign, convey or otherwise transfer all or any of its right, title and interest in prescribe from time to time with the related Certificate; provided, that (i) such transferee is either an Affiliate approval of the Depositor or a Qualified Institutional Buyer, (ii) the Owner Trustee and the Issuer receive an Opinion of Counsel stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes, and (iii) such Trustee. 17.7.2 A Certificate may not be acquired by or for the account of or with the assets of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, and is not purchasing the Certificate (or any interest therein) on behalf of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement transferable only in (iii) and (iv) above is met and shall incur no liability to any Person in the event the Holder of a Certificate does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate, register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder provides. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contraryentirety. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of 17.7.3 Both the transferor and the transferee must sign every instrument of transfer and the transferor shall be deemed to remain the Holder of the Certificates transferred until the name of the transferee is entered in the Register in respect thereof. 17.7.4 Every instrument of transfer must be duly completed in all respects including affixation of transfer stamps of the requisite value and in case the Certificates are in form of book entry securities, the transferee shall pay the requisite stamp duty as provided under the law. Where Certificates have certified been issued the Trustee may dispense with the production of any Certificate where the Certificate shall have become lost, stolen or destroyed subject to compliance by the transferor with the like requirements to those arising in the case of an application by him for the replacement thereof as provided in this Deed. 17.7.5 The Registrar shall retain instruments of transfer if any and a copy shall be supplied to the Owner Trustee that such transfer does not violate any Investment Advisor/Trustee. 17.7.6 The Registrar with the prior approval of the Investment Advisor and the Trustee shall be entitled to destroy all instruments of transfer restrictions stated herein includingor the copies thereof as the case may be which have been registered at any time after the expiration of twelve years from the date of registration thereof and all Certificates which have been cancelled at any time after the expiration of six years from the date of cancellation thereof and all registers, but not limited statements and other records and documents relating to clauses (d) and (e) the Trust at any time after the expiration of this Section 3.5six years from termination of the Trust. The Owner Trustee or the Investment Advisor or the Registrar shall not be liable under no liability whatsoever in consequence thereof and it shall conclusively be presumed in favor of the Trustee or the Investment Advisor or the Registrar that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered by the Trustee or the Investment Advisor or the Registrar and that every Certificate so destroyed was a valid Certificate duly and properly cancelled: Provided always that: (i) the provisions aforesaid shall apply only to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part the destruction of a Certificateholder’s interest document in good faith and without notice of any claim (or any economic interest therein), whether regardless of the parties thereto) to another Certificateholder or to a Person who is not a Certificateholder, which the document may be relevant; (ii) nothing in this sub- clause shall be effective, and, to construed as imposing upon the fullest extent permitted by law, Trustee or the Investment Advisor or the Registrar any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest liability in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S Corporation (within the meaning of Section 1361(a)(1) respect of the Codedestruction of any document earlier than as aforesaid or in any case where the conditions of proviso (i) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code. (f) No transfer shall be permitted unless the transferee that would be the beneficial owner of the interest in the Certificate is a “United States person” (as defined in Code section 7701(a)(30)) and shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying that it is a United States person and above are not subject to backup withholding. Neither the Owner Trustee nor the Issuer shall recognize any purchase or transfer of Certificates that are to a Person other than a United States person. (g) No transfer will be required to be registered under the Securities Act.fulfilled; and

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest The Certificateholder’s interests in the related Certificate; providedCertificates, that (i) such transferee is either an Affiliate of the Depositor or a Qualified Institutional Buyer, (ii) the Owner Trustee and the Issuer receive an Opinion of Counsel stating that, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes, and (iii) such Certificate may not be acquired by or for the account of or with the assets of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law; provided, that the condition including without limitation those set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, and is not purchasing the Certificate (or any interest therein) on behalf of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in (iii) and (iv) above is met and shall incur no liability to any Person in the event the Holder of a Certificate does not comply with such restrictions. Subject to the transfer restrictions contained described herein and in the CertificateAssignment Agreement, any shall not be transferred, sold, assigned or otherwise disposed; provided, however, that nothing herein shall preclude the further assignment by the Certificateholder may transfer all or any portion of its interests in the Certificates in whole to an affiliate of the beneficial interest Certificateholder, a “qualified institutional buyer” (as defined in Rule 144A promulgated under the Securities Act of 1933, as amended) or an “accredited investor” (as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended), subject to compliance with the transfer restrictions set forth in the Issuer evidenced by such Certificate upon surrender thereof Lease, including the requirement for the delivery to the Owner Lessee, the Lessor and the Trustee accompanied of a letter in substantially the form of the letter attached hereto as Exhibit E hereto. Failure to deliver such letter shall cause the purported transfer to be null and void. Any Certificate may, in accordance with its terms and subject to Section 2.8(a) and Section 2.9 hereof, be transferred upon the books required to be kept pursuant to the provisions of Section 2.10 by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder person in whose name it is registered, in person or by his attorney duly authorized in writing attorney, upon surrender of such Certificate for cancellation at the Certificate to Principal Corporate Trust Office of the Owner Trustee Trustee, accompanied by delivery of a written instrument of transfer and with such signature guarantees and evidence in a form acceptable to the Trustee, duly executed; provided, however, that the Trustee shall not effect the transfer of authority of any Certificate during the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt period established by the Owner Trustee for selection of Certificates for prepayment or of any Certificate selected for prepayment. The cost of printing Certificates and any services rendered or expenses incurred by the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate, register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder provides. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transferany transfer shall be paid by the Lessee. The Owner Trustee may treat, for all purposes whatsoever, the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover by the payment Certificateholder requesting such transfer of any tax or taxes or other governmental charges charge required to be paid in connection with respect to such transfer. (c) The Owner , and there shall be no other charge to the Certificateholder for any such transfer. Whenever any Certificate or Certificates shall be surrendered for transfer, the Trustee shall not be obligated to register any transfer of execute and deliver a new Certificate unless each or Certificates of the transferor same maturity and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, any such transfer (or purported transfer) shall be void ab initiorate, and no Person shall otherwise become for a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders like aggregate principal amount of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S Corporation (within the meaning of Section 1361(a)(1) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the IssuerAuthorized Denominations. (e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code. (f) No transfer shall be permitted unless the transferee that would be the beneficial owner of the interest in the Certificate is a “United States person” (as defined in Code section 7701(a)(30)) and shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying that it is a United States person and not subject to backup withholding. Neither the Owner Trustee nor the Issuer shall recognize any purchase or transfer of Certificates that are to a Person other than a United States person. (g) No transfer will be required to be registered under the Securities Act.

Transfer of Certificates. As soon as practicable after each surrender of the Call Warrants in whole or in part on the Call Date and upon satisfaction of all other requirements described in the Call Warrants and in Section 1.1 hereof, the Warrant Agent shall instruct the Trustee as follows: (a) Any Certificateholder may assign, convey or otherwise transfer all if Call Warrants are being exercised by any Warrant Holder other than the Depositor or any of its right, title and interest in the related Certificate; provided, that (i) such transferee is either an Affiliate of the Depositor or a Qualified Institutional BuyerDepositor, (ii) to cause the Owner Trustee and Called Certificates to reflect the Issuer receive an Opinion of Counsel stating that, in the opinion Warrant Holder's beneficial ownership of such counsel, Certificates and if such transfer will not cause the Issuer Call Notice is also deemed to be treated as an association a notice of Optional Exchange (or a publicly traded partnership) taxable as a corporation for federal income tax purposes, and (iii) such Certificate may not be acquired by or for the account of or it being expressly understood that any Optional Exchange must comply with the assets of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (within the meaning provisions of Section 1361(a)(27(a) and 7(b) of the Code). By accepting and holding a Certificate (or any interest thereinSeries Supplement), the Holder thereof shall be deemed to have represented and warranted that it is not a, and is not purchasing the Certificate (or any interest therein) on behalf cause a distribution of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in (iii) and (iv) above is met and shall incur no liability to any Person in the event the Holder of a Certificate does not comply with such restrictions. Subject Underlying Securities to the transfer restrictions contained herein and Warrant Holder in the Certificate, any Certificateholder may transfer all or any portion accordance with Section 7(a) of the beneficial interest in the Issuer evidenced by Series Supplement, provided, however, that if such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer Call Notice and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate, register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder provides. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it Optional Exchange is in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoevera tender offer or a redemption, the Person in whose name any Certificate is registered as Warrant Agent shall instruct the sole owner Trustee to distribute to the exercising Warrant Holder the excess of the beneficial interest in tender offer or redemption proceeds over the Issuer evidenced by such CertificateCall Price pursuant to Section 7(g)(iii) or Section 7(h)(iii), and neither the Owner Trustee nor any agent as applicable, of the Owner Trustee shall be affected by notice to the contrary.Series Supplement, or (b) As a condition precedent if the Call Warrants are being exercised by the Depositor or any Affiliate of the Depositor, to any registration cause the Called Underlying Securities to be sold pursuant to Section 13 of transfer under this Section 3.5the Series Supplement and to distribute the proceeds of such sale to the Warrant Holder. In each case, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid shall act in connection accordance with such transferinstructions. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S Corporation (within the meaning of Section 1361(a)(1) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code. (f) No transfer shall be permitted unless the transferee that would be the beneficial owner of the interest in the Certificate is a “United States person” (as defined in Code section 7701(a)(30)) and shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying that it is a United States person and not subject to backup withholding. Neither the Owner Trustee nor the Issuer shall recognize any purchase or transfer of Certificates that are to a Person other than a United States person. (g) No transfer will be required to be registered under the Securities Act.

Transfer of Certificates. (a) Any Certificateholder may assign, convey or otherwise transfer all or any of its right, title and interest in the related Certificate; provided, that that: (i) (a) such transferee is either an Affiliate of the Depositor or (b) (1) is a Qualified Institutional Buyer, (2) is aware that the sale of the Certificates to it is being made in reliance on the exemption from registration provided by Rule 144A and (3) is acquiring the Certificates for its own account or for one or more accounts, each of which is a Qualified Institutional Buyer, and as to each of which the owner exercises sole investment discretion or for resale pursuant to Rule 144A; (ii) such transferee understands that the Certificates will bear the applicable legends set forth in Section 3.5(h); (iii) such transferee understands that the Certificates are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, none of the Certificates have been or will be registered under the Securities Act, and, if in the future the transferee decides to offer, resell, pledge or otherwise transfer the Certificates, such Certificates may only be offered, resold, pledged or otherwise transferred in accordance with this Agreement and the applicable legend on such Certificates set forth below; (iv) such transferee understands that an investment in the Certificates involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances. The transferee has had access to such financial and other information concerning the Issuer and the Certificates as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Certificates. The transferee has such knowledge and experience in financial and business matters that the transferee is capable of evaluating the merits and risks of its investment in the Certificates, and the transferee and any accounts for which it is acting are each able to bear the economic risk of the holder’s or of its investment; (v) such transferee will not offer, transfer, pledge, sell or otherwise dispose of the Certificates or any interest in the Certificates to any Person in any manner, or solicit any offer to buy, transfer, pledge or otherwise dispose of the Certificates or any interest in the Certificates from any Person in any manner, or make any general solicitation by means of general advertising or in any other manner, or take any other action that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or any other applicable securities laws or require registration pursuant thereto, and will not authorize any Person to act on its behalf, in such manner with respect to the Certificates; (vi) the Owner Trustee and the Issuer receive an Opinion determine (based on the advice of Counsel stating that, in counsel or such other information as they deem necessary or advisable) that the opinion transfer complies with the requirements of such counsel, such transfer will not cause the Issuer to be treated as an association clauses (or a publicly traded partnershipd) taxable as a corporation for federal income tax purposes, and (iiif) of this Section 3.5; (vii) such Certificate may not be acquired by or for the account of or with the assets of a Benefit Plan or a governmental, church, non-U.S. or other plan which is subject to any Similar Law; (xviii) unless such transferee is an Affiliate of the Depositor, the transferee provides a Certificate Investor Representation Letter substantially in the form of Exhibit B; and (ix) such transferee acknowledges that the Issuer, the Owner Trustee and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties and agreements in this Section 3.5 and agrees that if any of the acknowledgements, representations, warranties or agreements made by it in connection with its purchase of the Certificates are no longer accurate, the transferee will promptly notify the Issuer and the Owner Trustee. Each Certificateholder will represent and warrant that it is not (and will not be) a Benefit Plan or (y) any governmental plana governmental, church, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that plan which is subject to any Similar Law; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, Law and is not purchasing the (and will not be) accepting or holding such Certificate (or any interest therein) on behalf of (x) or with assets of a Benefit Plan or (y) any governmental plana governmental, non-U.S. plan, or church plan, other employee benefit plan or other retirement arrangement that which is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in clause (iii) and (ivvi) above is met and shall incur no liability to any Person in the event the Holder of a Certificate Certificateholder does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the CertificateCertificates, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer Percentage Interest evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5Section. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by (a) a written instrument of transfer in the form of the “Assignment” attached to the Form of Certificate attached hereto as Exhibit A and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require; provided, however, that the Owner Trustee shall not require the signature of the Depositor to be medallion guaranteed for the transfers from the Depositor to any applicable transferees on the date hereof, (b) an executed direction letter regarding registration of such transfer in the form attached hereto as Exhibit D, and (c) the documents required by Sections 3.5(a)(viii) and 3.5(f) hereof. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest Percentage Interest in the Issuer in the Certificate, register Certificate Register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder providesPercentage Interest. In the event a transferor transfers only a portion of its beneficial interest in the IssuerPercentage Interest, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage Percentage Interest and shall issue, execute and deliver to such transferee a new Certificate evidencing such transferee’s Percentage Interest. Subsequent to each transfer of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoeverwhatsoever (other than for purposes of clauses (d) and (e) of this Section 3.5), the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer Percentage Interest evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have has certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, and any such transfer (or purported transfer) shall be void ab initio, and no Person person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for United States federal income tax purposes), a grantor trust or an S Corporation (within the meaning of Section 1361(a)(1) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) corporation (each such entity, a “flow-through entity”) shall be treated as a Certificateholder Certificateholder, as applicable, unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same such transfer is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section Code section 7704 of the Code and any proposed, temporary or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Codefinal Treasury regulations thereunder. (f) No transfer Each transferee (i) shall be permitted unless the transferee that would be the beneficial owner of the interest in the Certificate is a “United States person” (as defined in Code section 7701(a)(30)) required to represent and shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying warrant that it is a United States person Tax Person and not subject to backup withholding. Neither (ii) shall provide a certification of non-foreign status, in such form as may be requested by the Seller or the Owner Trustee nor (e.g., IRS Form W-9), signed under penalties of perjury (and such other certification, representations or opinion of counsel as may be requested by the Issuer shall recognize any purchase Seller or transfer of Certificates that are to a Person other than a United States personthe Owner Trustee). (g) No If a Responsible Officer of the Owner Trustee becomes aware that (1) a transfer will be or attempted or purported transfer of any Certificate or interest therein was consummated in compliance with the provisions of this Section 3.5 on the basis of a materially incorrect certification from the transferor or purported transferee, (2) a transferee failed to deliver to the Owner Trustee the certificate required to be registered delivered under Section 3.5(a)(viii) or (3) the Securities ActCertificateholder of any Certificate or interest therein is in material breach of any representation or agreement set forth in any certificate or any deemed representation or agreement of such Certificateholder, the Owner Trustee will direct the Certificate Registrar not to register such attempted or purported transfer and, if a transfer has been registered, such transfer shall be absolutely null and void ab initio and shall not operate to transfer any rights to the purported transferee (such purported transferee, a “Disqualified Transferee”) and the last preceding Certificateholder of such Certificateholder that was not a Disqualified Transferee shall be restored to all rights as a Certificateholder thereof retroactively to the date of the purported transfer of such Certificate by such Certificateholder. (h) Each Certificate will bear a legend to the following effect: “THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS AND ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A.”

Transfer of Certificates. (a) Any Certificateholder may assign, convey No transfer of a Certificate shall be made unless (I) such transfer (x) is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or otherwise (y) is exempt from the registration requirements under the Securities Act and such state securities laws and (II) such transfer all is to a Person that satisfies the requirements of paragraph (a)(2)(i) or (a)(2)(ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. (b) Each prospective purchaser of its righta Non-Registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate (in the form of Exhibit C hereto for "qualified institutional buyers" as defined in Rule 144A of the Securities Act ("Rule 144A") or Exhibit D hereto for "accredited investors" as defined in Rule 501(a)(1), title (2), (3) or (7) of Regulation D promulgated under the Securities Act) to the Owner Trustee and to the Transferor for inspection prior to effecting any requested transfer. Each prospective seller of a Non-Registered Certificate (other than with respect to the initial transfer of any such Certificate by the Transferor shall deliver a completed and duly executed Transferor's Certificate (in the form of Exhibit E hereto) to the Owner Trustee for inspection prior to effecting any requested transfer. The Transferor and the Owner Trustee may conclusively rely upon the information contained in any such Transferee's Certificate or Transferor's Certificate in the absence of actual knowledge to the contrary. (c) In connection with any transfer, the Owner Trustee may (except in the case of (x) the initial transfer of any such Certificate by the Transferor, (y) a transfer to a "qualified institutional buyer" who delivers a Transferee's Certificate in the form of Exhibit C hereto, or (z) a transfer to a "accredited investor" who delivers a Transferee's Certificate in the form of Exhibit D hereto) require an opinion of counsel satisfactory to the Owner Trustee and the Transferor to the effect that such transfer may be effected without registration under the Securities Act, which opinion of counsel, if so required, shall be addressed to the Transferor and the Owner Trustee and shall be secured at the expense of the holder of a Certificate. The Owner Trustee may conclusively rely upon the representation of any purchaser made to the Owner Trustee, and upon such opinion of counsel, and shall be fully protected in so doing. (d) No transfer of a Certificate shall be made to any Person unless the Owner Trustee has received a certificate (substantially in the form of Exhibit F hereto) from such transferee to the effect that such transferee is not a Plan, and is not acting on behalf of or investing the assets of a Plan. The preparation and delivery of the certificate referred to above shall not be an expense of the Trust, the Owner Trustee or the Transferor but shall be borne by the transferee. Each transferee of a beneficial ownership interest in a book-entry Certificate shall be deemed to represent that it is not a Plan and is not acting on behalf of or investing the related Certificate; provided, assets of a Plan. (e) No transfer of a Certificate shall be made to any Person unless the Owner Trustee and Transferor have received a certificate (substantially in the form of Exhibit G hereto) from such transferee to the effect that (i) such transferee is either an Affiliate of the Depositor acquiring such certificate for its own behalf and is not acting as agent or a Qualified Institutional Buyercustodian for any other Person or entity in connection with such acquisition, (ii) if the Owner Trustee and the Issuer receive an Opinion of Counsel stating thattransferee is a partnership, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (grantor trust or a publicly traded partnership) taxable as a S corporation for federal income tax purposespurposes (a "Flow Through Entity"), any certificate (and interest in the Trust in the aggregate) owned by such Flow Through Entity will represent less than 50% of the value of the assets owned by such Flow Through Entity and no special allocation of income, gain, loss, deduction or credit from such certificate will be made among the beneficial owners of such Flow Through Entity, and (iii) such Certificate may not be acquired by or for the account of or with the assets of (x) transferee is a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (States Person within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, and is not purchasing the Certificate (or any interest therein) on behalf of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in (iii) and (iv) above is met and shall incur no liability to any Person in the event the Holder of a Certificate does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate, register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder provides. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S Corporation (within the meaning of Section 1361(a)(1) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code. (f) No transfer transfer, pledge or encumbrance of the Certificate shall be permitted made to any Person unless the transferee that would be the beneficial owner (A) such Person is a Rated Entity, a Bankruptcy Remote Entity or a business trust established under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. § 3801 et seq. that is a Bankruptcy Remote Entity, or (B) such pledge is made to GCFP pursuant to the Credit and Security Agreement; provided, however, that in the event GCFP forecloses on its security interest in the Certificate, the Certificate is a “United States person” (as defined may be registered in Code section 7701(a)(30)) and shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original name of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying that it is a United States person and not subject to backup withholding. Neither the Owner Trustee nor the Issuer shall recognize any purchase or transfer of Certificates that are to a Person other than that is not a United States personBankruptcy Remote Entity for a period not to exceed two (2) Business Days. The Certificate shall at all times be registered in the name of a single holder. (g) No transfer will be required to be The Certificates shall bear legends stating that they have not been registered under the Securities ActAct and are subject to the restrictions on transfer described herein. By purchasing a Certificate, each purchaser shall be deemed to have agreed to these restrictions on transfer. (h) In order to preserve the exemption for resales and transfers provided by Rule 144A, the Transferor shall provide to any Holder of a Non-Registered Certificate and any prospective purchaser designated by such Holder, upon request of such Holder or such prospective purchaser, such information required by Rule 144A as will enable the resale of such Non-Registered Certificate to be made pursuant to Rule 144A. The Owner Trustee shall cooperate with the Transferor in providing the Transferor such information regarding the Non-Registered Certificates, the Trust Assets and other matters regarding the Trust as the Transferor shall reasonably request to meet its obligations under the preceding sentence. (i) Notwithstanding any provision of this Agreement to the contrary, any transfer of Certificates that causes the total number of beneficial owners of Certificates to exceed ninety-nine (99) shall be null and void and the Certificate Register shall be amended to reflect such voided transfer.

Transfer of Certificates. (a) Any Certificateholder may assign, convey No transfer of a Certificate shall be made unless (I) such transfer (x) is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or otherwise (y) is exempt from the registration requirements under the Securities Act and such state securities laws and (II) such transfer all is to a Person that satisfies the requirements of paragraph (a)(2)(i) or (a)(2)(ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. (b) Each prospective purchaser of its righta Non-Registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate (in the form of Exhibit C hereto for "qualified institutional buyers" as defined in Rule 144A of the Securities Act ("Rule 144A") or Exhibit D hereto for "accredited investors" as defined in Rule 501(a)(1), title (2), (3) or (7) of Regulation D promulgated under the Securities Act) to the Owner Trustee and to the Transferor for inspection prior to effecting any requested transfer. Each prospective seller of a Non-Registered Certificate (other than with respect to the initial transfer of any such Certificate by the Transferor shall deliver a completed and duly executed Transferor's Certificate (in the form of Exhibit E hereto) to the Owner Trustee for inspection prior to effecting any requested transfer. The Transferor and the Owner Trustee may conclusively rely upon the information contained in any such Transferee's Certificate or Transferor's Certificate in the absence of actual knowledge to the contrary. (c) In connection with any transfer, the Owner Trustee may (except in the case of (x) the initial transfer of any such Certificate by the Transferor, (y) a transfer to a "qualified institutional buyer" who delivers a Transferee's Certificate in the form of Exhibit C hereto, or (z) a transfer to a "accredited investor" who delivers a Transferee's Certificate in the form of Exhibit D hereto) require an opinion of counsel satisfactory to the Owner Trustee and the Transferor to the effect that such transfer may be effected without registration under the Securities Act, which opinion of counsel, if so required, shall be addressed to the Transferor and the Owner Trustee and shall be secured at the expense of the holder of a Certificate. The Owner Trustee may conclusively rely upon the representation of any purchaser made to the Owner Trustee, and upon such opinion of counsel, and shall be fully protected in so doing. (d) No transfer of a Certificate shall be made to any Person unless the Owner Trustee has received a certificate (substantially in the form of Exhibit F hereto) from such transferee to the effect that such transferee is not a Plan, and is not acting on behalf of or investing the assets of a Plan. The preparation and delivery of the certificate referred to above shall not be an expense of the Trust, the Owner Trustee or the Transferor but shall be borne by the transferee. Each transferee of a beneficial ownership interest in a book-entry Certificate shall be deemed to represent that it is not a Plan and is not acting on behalf of or investing the related Certificate; provided, assets of a Plan. (e) No transfer of a Certificate shall be made to any Person unless the Owner Trustee and Transferor have received a certificate (substantially in the form of Exhibit G hereto) from such transferee to the effect that (i) such transferee is either an Affiliate of the Depositor acquiring such certificate for its own behalf and is not acting as agent or a Qualified Institutional Buyercustodian for any other Person or entity in connection with such acquisition, (ii) if the Owner Trustee and the Issuer receive an Opinion of Counsel stating thattransferee is a partnership, in the opinion of such counsel, such transfer will not cause the Issuer to be treated as an association (grantor trust or a publicly traded partnership) taxable as a S corporation for federal income tax purposespurposes (a "Flow Through Entity"), any certificate (and interest in the Trust in the aggregate) owned by such Flow Through Entity will represent less than 50% of the value of the assets owned by such Flow Through Entity and no special allocation of income, gain, loss, deduction or credit from such certificate will be made among the beneficial owners of such Flow Through Entity, and (iii) such Certificate may not be acquired by or for the account of or with the assets of (x) transferee is a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law; provided, that the condition set forth in (ii) above will not apply to a transfer of 100% of the Certificate or Certificates to United Services Automobile Association or its designated nominee, provided United Services Automobile Association is considered a C Corporation for U.S. federal income tax purposes (States Person within the meaning of Section 1361(a)(2) of the Code). By accepting and holding a Certificate (or any interest therein), the Holder thereof shall be deemed to have represented and warranted that it is not a, and is not purchasing the Certificate (or any interest therein) on behalf of (x) a Benefit Plan or (y) any governmental plan, non-U.S. plan, church plan, other employee benefit plan or other retirement arrangement that is subject to Similar Law. The Owner Trustee shall have no duty to independently determine that the requirement in (iii) and (iv) above is met and shall incur no liability to any Person in the event the Holder of a Certificate does not comply with such restrictions. Subject to the transfer restrictions contained herein and in the Certificate, any Certificateholder may transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by this Section 3.5. Such transfer may be made by a registered Certificateholder in person or by his attorney duly authorized in writing upon surrender of the Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Certificate, the Owner Trustee shall (i) record the name of such transferee as a Certificateholder and its percentage of beneficial interest in the Issuer in the Certificate, register and issue, execute and deliver to such Certificateholder a Certificate evidencing such beneficial interest in the Issuer and (ii) notify the Indenture Trustee of the new Certificateholder’s name and physical mailing address and provide a copy of the U.S. Internal Revenue Service form W-9 (or applicable successor form) that the new Certificateholder provides. In the event a transferor transfers only a portion of its beneficial interest in the Issuer, the Owner Trustee shall register and issue to such transferor a new Certificate evidencing such transferor’s new percentage of beneficial interest in the Issuer. Subsequent to a transfer and upon the issuance of the new Certificate or Certificates, the Owner Trustee shall cancel and destroy the Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat, for all purposes whatsoever, the Person in whose name any Certificate is registered as the sole owner of the beneficial interest in the Issuer evidenced by such Certificate, and neither the Owner Trustee nor any agent of the Owner Trustee shall be affected by notice to the contrary. (b) As a condition precedent to any registration of transfer under this Section 3.5, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer. (c) The Owner Trustee shall not be obligated to register any transfer of a Certificate unless each of the transferor and the transferee have certified to the Owner Trustee that such transfer does not violate any of the transfer restrictions stated herein including, but not limited to clauses (d) and (e) of this Section 3.5. The Owner Trustee shall not be liable to any Person for registering any transfer based on such certifications. (d) No transfer (or purported transfer) of all or any part of a Certificateholder’s interest (or any economic interest therein), whether to another Certificateholder or to a Person who is not a Certificateholder, shall be effective, and, to the fullest extent permitted by law, any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Certificateholder if, after such transfer (or purported transfer), the Issuer would have more than 95 direct or indirect holders of an interest in the Certificates. For purposes of determining whether the Issuer will have more than 95 direct or indirect holders of an interest in the Certificates, each Person indirectly owning an interest through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S Corporation (within the meaning of Section 1361(a)(1) of the Code) for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) (each such entity, a “flow-through entity”) shall be treated as a Certificateholder unless the Depositor determines in its sole and absolute discretion, after consulting with qualified tax counsel, that less than substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Issuer. (e) No transfer shall be permitted if the same is effected through an established securities market or secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code. (f) No transfer transfer, pledge or encumbrance of the Certificate shall be permitted made to any Person unless the transferee that would be the beneficial owner (A) such Person is a Rated Entity, a Bankruptcy Remote Entity or a business trust established under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. (Section) 3801 et seq. that is a Bankruptcy Remote Entity, or (B) such pledge is made to GCFP pursuant to the Credit and Security Agreement; provided, however, that in the event GCFP forecloses on its security interest in the Certificate, the Certificate is a “United States person” (as defined may be registered in Code section 7701(a)(30)) and shall deliver to the Owner Trustee and the Administrator a properly completed and duly executed original name of U.S. Internal Revenue Service form W-9 (or applicable successor form) certifying that it is a United States person and not subject to backup withholding. Neither the Owner Trustee nor the Issuer shall recognize any purchase or transfer of Certificates that are to a Person other than that is not a United States personBankruptcy Remote Entity for a period not to exceed two (2) Business Days. The Certificate shall at all times be registered in the name of a single holder. (g) No transfer will be required to be The Certificates shall bear legends stating that they have not been registered under the Securities ActAct and are subject to the restrictions on transfer described herein. By purchasing a Certificate, each purchaser shall be deemed to have agreed to these restrictions on transfer. (h) In order to preserve the exemption for resales and transfers provided by Rule 144A, the Transferor shall provide to any Holder of a Non-Registered Certificate and any prospective purchaser designated by such Holder, upon request of such Holder or such prospective purchaser, such information required by Rule 144A as will enable the resale of such Non-Registered Certificate to be made pursuant to Rule 144A. The Owner Trustee shall cooperate with the Transferor in providing the Transferor such information regarding the Non-Registered Certificates, the Trust Assets and other matters regarding the Trust as the Transferor shall reasonably request to meet its obligations under the preceding sentence. (i) Notwithstanding any provision of this Agreement to the contrary, any transfer of Certificates that causes the total number of beneficial owners of Certificates to exceed ninety-nine (99) shall be null and void and the Certificate Register shall be amended to reflect such voided transfer.