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

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. (a) The Trustee on behalf of the Trust shall cause to be maintained kept at one an office or agency in the city in which the Corporate Trust Office of its offices the Trustee is located or at its designated agentin the City of New York, New York a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Trustee shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee hereby appoints itself shall initially serve as Certificate Registrar for the initial Certificate Registrarpurpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon Subject to Sections 5.02(b) and 5.02(c), upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the TrusteeOffice, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsthe same Class in authorized denominations of a like Percentage Interest. At the option of the Certificateholdersa Certificateholder, Certificates may be exchanged for other Certificates in Authorized Denominations of authorized denominations of a like Certificate Principal Balance or Class and Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, exchange the Trustee on behalf of the Trust shall execute, countersign and the Trustee, or any Authenticating Agent, shall authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, by the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable No service charge may shall be made for any such registration of transfer or exchange or transfer of Certificates, and but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for registration of transfer and exchange or transfer shall be cancelled canceled and subsequently destroyed by the Trustee or any Authenticating Agentand a certificate of destruction shall be delivered by the Trustee to the Company.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of State Street Bank and Trust Company, N.A., 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust Securities Administrator shall cause to be maintained at one of its offices or kept at its designated agent, Corporate Trust Office a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Securities Administrator shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator will initially serve as Certificate Register shall be amended from time Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Securities Administrator may appoint any other Person to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant act as Certificate Registrar hereunder. Subject to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon 5.05, upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, Securities Administrator or such at any other address office or agency as may hereafter be provided to of the Servicer in writing by the TrusteeSecurities Administrator maintained for such purpose, the Trustee on behalf of the Trust Securities Administrator shall execute, execute and the Trustee or any Authenticating Agent Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsthe same Class of a like aggregate Percentage Interest. At the option of the Certificateholders, Certificates each Certificate may be exchanged for other Certificates in Authorized Denominations of the same Class with the same and authorized denominations and a like Certificate Principal Balance or aggregate Percentage Interest, as applicable, upon surrender of the Certificates such Certificate to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of Securities Administrator shall execute and cause the Trust shall execute, and the Trustee, or any Authenticating Agent, shall Certificate Registrar to authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Securities Administrator) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Trustee or any Authenticating Agent and Securities Administrator duly executed by, the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable No service charge may to the Certificateholders shall be made for any such transfer or exchange or transfer of Certificates, and but the Trustee Securities Administrator may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for transfer and exchange or transfer shall be cancelled destroyed by the Trustee or any Authenticating AgentCertificate Registrar. The Securities Administrator will cause the Certificate Registrar (unless the Securities Administrator is acting as Certificate Registrar) to provide notice to the Securities Administrator of each transfer of a Certificate, and the Certificate Registrar will provide the Securities Administrator with an updated copy of the Certificate Register on January 1 and July 1 of each year.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained (a) CMSI will maintain at one of its expense an office or offices or at agency or agencies where the certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon CMSI relating to the certificates and this agreement may be served. CMSI initially appoints the Certificate Registrar designated in the Series Terms as its designated agent, office for purposes of receipt of notices and demands. CMSI will maintain a Certificate Register at such office in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as it prescribes, CMSI will provide for the registration and transfer of certificates. CMSI will give prompt written notice to the Trustee may prescribe, and to the certificate holders of any change in the location of the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee such office or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registraragency. Upon surrender for registration of transfer of any Certificate to the Trustee certificate at the Corporate Trust Office of the Trusteeoffice or agency, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, CMSI will execute and the Trustee or any the Authenticating Agent shall will authenticate and deliver, in the name of the designated transferee or transfereestransferee, one or more new Certificates certificates in authorized denominations of Authorized Denominationsthe same aggregate number of single certificates or the same aggregate percentage interest, as the case may be. At the option of the Certificateholderscertificate holder, Certificates certificates may be exchanged for other Certificates in Authorized Denominations certificates of like Certificate Principal Balance authorized denominations evidencing the same aggregate number of single certificates or Percentage Interestthe same aggregate percentage interest, as applicablethe case may be, upon surrender of the Certificates certificates to be exchanged at any such the office or agency. Whenever any Certificates are so surrendered for exchange, CMSI will execute and the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall Agent will authenticate and deliver, deliver the Certificates which certificates that the Certificateholder making the exchange certificate holder is entitled to receive. Every Certificate presented or certificate surrendered for registration of transfer shall be duly endorsed by, or exchange will be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent Trustee, CMSI and the Certificate Registrar, duly executed by, by the Holder thereof holder or such Xxxxxx’s his attorney duly authorized in writing. A reasonable No service charge may will be made for any such registration of transfer or exchange or transfer of Certificatescertificates, and but the Trustee Certificate Registrar may require a payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange the transfer or transfer of Certificatesexchange. All Certificates certificates surrendered for registration of transfer and exchange or transfer shall will be cancelled canceled and, subject to the record retention requirements of the Exchange Act, subsequently destroyed by the Trustee or, at its direction, by the Certificate Registrar. The Certificate Registrar will provide the Paying Agent and the Trustee by the third business day before each distribution day, the names and addresses of each certificate holder as of the record date and the number of single certificates or any Authenticating Agentpercentage interest it holds of record.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust Securities Administrator shall cause to be maintained at one of its offices or at its designated agentkept a certificate register in which, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject subject to such reasonable rules and regulations as the Trustee it may prescribe, the Securities Administrator shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator will initially serve as Certificate Register shall be amended from time Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Securities Administrator may appoint any other Person to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant act as Certificate Registrar hereunder. Subject to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon 5.05, upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, Securities Administrator or such at any other address office or agency as may hereafter be provided to of the Servicer in writing by the TrusteeSecurities Administrator maintained for such purpose, the Trustee on behalf of the Trust Securities Administrator shall execute, execute and the Trustee or any Authenticating Agent Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsthe same Class of a like aggregate Percentage Interest. At the option of the Certificateholders, Certificates each Certificate may be exchanged for other Certificates in Authorized Denominations of the same Class with the same authorized denominations and a like Certificate Principal Balance or aggregate Percentage Interest, as applicable, upon surrender of the Certificates such Certificate to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of Securities Administrator shall execute and cause the Trust shall execute, and the Trustee, or any Authenticating Agent, shall Certificate Registrar to authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Securities Administrator) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Trustee or any Authenticating Agent and Securities Administrator duly executed by, the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable No service charge may to the Certificateholders shall be made for any such transfer or exchange or transfer of Certificates, and but the Trustee Securities Administrator may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for transfer and exchange or transfer shall be cancelled destroyed by the Trustee or any Authenticating AgentCertificate Registrar. The Securities Administrator will cause the Certificate Registrar (unless the Securities Administrator is acting as Certificate Registrar) to provide notice to the Securities Administrator of each transfer of a Certificate, and the Certificate Registrar will provide the Securities Administrator with an updated copy of the Certificate Register on January 1 and July 1 of each year.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of U.S. Bank National Association, U.S. Bank Trust New York, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such XxxxxxHolder’s attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office office of the Trustee’s agent at DTC Transfer Agent Services, 00 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, New York, New York 10041, Attention: Xxxxxx Xxxxx, or at DB Services Tennessee, Inc., 000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000, Attention: Transfer Department, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such XxxxxxHolder’s attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall maintain, or cause to be maintained, at the office or agency to be maintained at one of its offices or at its designated agentby it in accordance with Section 5.7, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, Trustee shall provide for the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself Certificates and of transfers and exchanges of Certificates as the initial Certificate Registrarherein provided. Upon surrender for registration of transfer of any Class A Certificate to the or Class B Certificate at such office or agency, Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Class A Certificates or Class B Certificates, as the case may be, in authorized denominations of Authorized Denominationsa like aggregate amount. At the option of the Certificateholdersa Holder, Class A Certificates or Class B Certificates may be exchanged for other Class A Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage InterestClass B Certificates, as applicablethe case may be, upon surrender of authorized denominations of a like aggregate amount at the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the agency maintained by Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receivein accordance with Section 5.7. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer duly executed by the Holder and in a form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s attorney duly authorized in writingTrustee. A reasonable No service charge may shall be made for any such registration of transfer or exchange or transfer of Certificates, and the but Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for registration of transfer or exchange or transfer shall be cancelled and disposed of in accordance with the customary procedures of Trustee. The Class B Certificates and any beneficial interest in such Class B Certificates may not be acquired (a) with the assets of an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) by a plan described in Section 4975(e)(1) of the Code or (c) by any entity whose underlying assets include plan assets by reason of a plan's investment in the entity. By accepting and holding a Class B Certificate or interest therein, the Holder thereof or Class B Certificate Owner thereof shall be deemed to have represented and warranted that it is not subject to the foregoing limitation. The preceding provisions of this Section 5.3 notwithstanding, Trustee shall not make and need not register any transfer or exchange of Certificates for a period of fifteen (15) days preceding any Authenticating AgentDistribution Date for any payment with respect to the Certificates.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeDB Services Tennessee, Inc., 000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000, Attention: Transfer Department, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained at one of its offices or at its designated agentpursuant to Section 3.10, a Certificate Register in which there which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall (i) provide for the registration of the Certificates and of transfers and exchanges of the Certificates as herein provided and (ii) record the Percentage Interest evidenced by each Certificate. Wilmington Trust Company shall be recorded the initial Certificate Registrar. If requested, the Certificate Registrar shall provide the Indenture Trustee with the name and address of each Certificateholderthe Certificateholders on the Closing Date. Subject to such reasonable rules and regulations as Upon any transfers of the Trustee may prescribeCertificates, the Certificate Register Registrar shall be amended from time to time notify the Indenture Trustee of the name and address of the transferee in writing, by facsimile, on the Trustee or its agent to reflect notice day of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrarsuch transfer. Upon surrender for registration of transfer of any a Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address office or agency as may hereafter be provided maintained pursuant to the Servicer in writing by the TrusteeSection 3.10, the Certificate Registrar or the Owner Trustee on behalf of the Trust shall execute, authenticate and the Trustee deliver (or any Authenticating Agent shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee transferee, a new Certificate dated the date of authentication by the Certificate Registrar, the Owner Trustee or transferees, one or more new Certificates of Authorized Denominationsany authenticating agent. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender All such transfers of the Certificates will only be made to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf an Affiliate of the Trust shall execute, and the Trustee, Depositor or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receivea Qualified Institutional Buyer. Every A Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar and accompanied by IRS Form W-9 (or successor form) or IRS Form W-8 BEN-E (or other applicable IRS Form W‑8, not including IRS Form W-8ECI, or IRS Form W-8IMY with any Authenticating Agent IRS Forms W-8ECI attached), and such other documentation as may be reasonably required by the Owner Trustee in order to comply with Applicable Anti-Money Laundering Law, each in form satisfactory to the Owner Trustee and the Certificate Registrar, duly executed by, by the Holder thereof applicable Certificateholder or such Xxxxxx’s his attorney duly authorized in writing, and, at the Certificate Registrar’s request, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Certificate Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. A reasonable Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder. No service charge may shall be made for any such registration of transfer or exchange or transfer of the Certificates, and but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of the Certificates. All Certificates surrendered for exchange The transferee of a Certificate acknowledges that it is deemed to represent that, as a result of its own activities separate from those of the Issuer, it would not be required to treat income from the Certificate as effectively connected to a United States trade or transfer business of a person that is not U.S. person (within the meaning of Section 7701(a)(30) of the Code), and it further acknowledges that this Agreement provides that no holder of a Certificate shall be cancelled by provide the Owner Trustee or Certificate Registrar with either an IRS Form W-8ECI (or successor form) or an IRS Form W-8IMY (or successor form) to which an IRS Form W-8ECI (or successor form) is attached (either directly or as part of another form attached to such IRS Form W-8IMY). No portion of a Certificate or any Authenticating Agentinterest therein may be transferred, directly or indirectly, to any Person which would provide an IRS Form W‑8ECI or IRS Form W‑8IMY with an attached IRS Form W‑8ECI in response to the withholding requirements of the Code. Each holder of a Certificate (or a beneficial interest therein), by acceptance of such Certificate or such interest in such Certificate (A) either (I) is not and will not become for U.S. federal income tax purposes a Flow-Through Entity or (II) if it is or becomes a Flow-Through Entity, then (1) none of the direct or indirect beneficial owners of any of the interests in such Flow-Through Entity has or ever will have more than 50% of the value of its interest in such Flow-Through Entity attributable to the interest of such Flow-Through Entity in the Class E Notes and the Certificates and (2) it is not and will not be a principal purpose of the arrangement involving the investment of such Flow-Through Entity in any Certificate to permit any partnership to satisfy the 100 partner limitation of section 1.7704-1(h)(1)(ii) of the Treasury Regulations necessary for such partnership not to be classified as a publicly traded partnership under the Code, (B) it will not sell, assign, transfer, pledge or otherwise convey any participating interest in any Certificate or any financial instrument or contract the value of which is determined by reference in whole or in part to any Note, (C) it is not acquiring and will not sell, transfer, assign, participate, pledge or otherwise dispose of any Certificate (or interest therein) or cause any Certificate (or interest therein) to be marketed on or through an “established securities market” within the meaning of Section 7704(b) of the Code, including, without limitation, an interdealer quotation system that regularly disseminates firm buy or sell quotations and (D) it does not and will not beneficially own a Certificate (or any beneficial interest therein) in an amount that is less than the minimum denomination for such Certificate. No holder of a Certificate shall acquire, sell, transfer, assign, participate, pledge, or dispose of any Certificate (or interest therein) if such acquisition, sale, transfer, assignment, participation, pledge or disposition is through, or would cause any Certificate (or interest therein) to be marketed on or through, an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agentCertificate Registrar, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.0610.5. The Trustee hereby appoints itself as the initial Certificate Registrar. The Trustee may appoint an Eligible Institution to act as its agent in order to delegate to such Eligible Institution its duties as Certificate Registrar under this Agreement. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate office of First Trust Office of the TrusteeNew York, National Association, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000, Attention: Xxxxx Xxxxxxxx, or such other address or agency as may hereafter be provided to the Certificate Administrator, if any, and the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee or an Authenticating Agent may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled canceled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall maintain, or cause to be maintained, at the office or agency to be maintained at one of its offices or at its designated agentby it in accordance with Section 5.7, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, Trustee shall provide for the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself Certificates and of transfers and exchanges of Certificates as the initial Certificate Registrarherein provided. Upon surrender for registration of transfer of any Class A Certificate to the or Class B Certificate at such office or agency, Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Class A Certificates or Class B Certificates, as the case may be, in authorized denominations of Authorized Denominationsa like aggregate amount. At the option of the Certificateholdersa Holder, Class A Certificates or Class B Certificates may be exchanged for other Class A Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage InterestClass B Certificates, as applicablethe case may be, upon surrender of authorized denominations of a like aggregate amount at the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the agency maintained by Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receivein accordance with Section 5.7. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer duly executed by the Holder and in a form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s attorney duly authorized in writingTrustee. A reasonable No service charge may shall be made for any such registration of transfer or exchange or transfer of Certificates, and the but Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for registration of transfer or exchange or transfer shall be cancelled and disposed of in accordance with the customary procedures of Trustee. The Class B Certificates and any beneficial interest in such Class B Certificates may not be acquired (a) with the assets of an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (b) by a plan described in Section 4975(e)(1) of the Code or (c) by any entity whose underlying assets include plan assets by reason of a plan’s investment in the entity. By accepting and holding a Class B Certificate or interest therein, the Holder thereof or Class B Certificate Owner thereof shall be deemed to have represented and warranted that it is not subject to the foregoing limitation. The preceding provisions of this Section 5.3 notwithstanding, Trustee shall not make and need not register any transfer or exchange of Certificates for a period of fifteen (15) days preceding any Authenticating AgentDistribution Date for any payment with respect to the Certificates.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office office of the Trustee's agent at DTC Transfer Agent Services, 00 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, New York, New York 10041, Attention: Xxxxxx Xxxxx, or at DB Services Tennessee, Inc. 000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000, Attention: Transfer Department, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained at one of its offices or at its designated agentpursuant to Section 11.07, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Trustee shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee hereby appoints itself as shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the TrusteeOffice, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate authenticate, and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of Authorized Denominationsa like aggregate amount dated the date of authentication by the Trustee, provided, however, that registration of transfer of the Class IC Certificate may not be effected unless (A) the Trustee receives an Opinion of Counsel, satisfactory to it, to the effect that (i) such transfer may be made in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, and (ii) such transfer will not adversely affect the tax treatment of the Trust or the Certificates; (B) the Insurer has consented to such transfer and (C) the Rating Agency Condition shall have been satisfied with respect to such transfer. At the option of the Certificateholdersa Holder, Certificates may be exchanged for other Certificates in Authorized Denominations of authorized denominations of a like Certificate Principal Balance or Percentage Interest, as applicable, aggregate amount upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Corporate Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receiveOffice. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, by the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable Each Certificate surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Trustee. No service charge may shall be made for any such registration of transfer or exchange or transfer of Certificates, and but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office office of the Trustee's agent at DTC Transfer Agent Services, 00 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, New York, New York 10041, Attention: Xxxxxx Xxxxx, or at DB Services Tennessee, Inc., 000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000, Attention: Transfer Department, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office office of the Trustee’s agent at DTC Transfer Agent Services, 00 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, New York, New York 10041, or at DB Services Tennessee, Inc., 000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000, Attention: Transfer Department, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The ----------------------------------------------------- Certificate Trustee on behalf of the Trust shall cause to be kept at the office or agency to be maintained at one by it in accordance with the provisions of its offices or at its designated agentSection 6.11 a register (the "Register") in which, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Trustee shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Trustee hereby appoints itself shall initially be the registrar (the "Registrar") for the purpose of registering Certificates and transfers and exchanges of Certificates as the initial Certificate Registrarherein provided. Upon Subject to this Section 3.04, upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address office or agency as may hereafter be provided to the Servicer in writing maintained by the Certificate Trustee in accordance with Section 6.11, the Certificate Trustee, the Trustee on behalf of the Trust Trust, shall execute, and the Certificate Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transfereestransferee, one or more new Certificates (of Authorized Denominationsthe same Series or Class as the Certificates surrendered for registration of transfer) in authorized denominations of a like aggregate Original Principal Amount. At the option of the Certificateholdersa Certificateholder, Certificates may be exchanged for other Certificates in Authorized Denominations (of the same Series or Class as the Certificates surrendered for registration of exchange) of authorized denominations of a like Certificate aggregate Original Principal Balance or Percentage Interest, as applicableAmount, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee Certificate Trustee, on behalf of the Trust Trust, shall execute, and the Trustee, or any Authenticating Agent, Certificate Trustee shall authenticate and deliver, deliver the Certificates which that the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Certificate Trustee or any Authenticating Agent and the Registrar duly executed by, by the Holder Certificateholder thereof or such Xxxxxx’s its attorney duly authorized in writing. A reasonable No service charge may shall be made to a Certificateholder for any such registration of transfer or exchange or transfer of Certificates, and but the Certificate Trustee may shall require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for registration of transfer or exchange or transfer shall be cancelled canceled and subsequently destroyed by the Certificate Trustee or any Authenticating Agentin accordance with its customary practices.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of State Street Bank and Trust Company, N.A., 61 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such XxxxxxHolder’s attorney duly authorized in writing; provided that, notwithstanding anything herein or in any Certificate to the contrary, no Guaranteed Signature shall be requested if the transfer is between the Depositor and any of its Affiliates or between two Affiliates of the Depositor. A reasonable No service charge may shall be made for any such exchange or transfer of Certificates, and but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee shall cause to be kept at its Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee will initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. If a Person other than the Trustee is appointed by the Trustee as Certificate Registrar, such Person will give the Trustee prompt written notice of the location, and any change in the location, of the Certificate Register, and the Trustee shall have the right to inspect the Certificate Register at all reasonable times and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Trust shall cause Certificate Registrar by an Officer thereof as to be maintained at one the names and addresses of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name Holders of the Certificates and address the principal amounts and numbers of each Certificateholdersuch Certificates. Subject to such reasonable rules and regulations as the Trustee may prescribeSection 5.05 below, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, Trustee or such at any other address office or agency as may hereafter be provided to of the Servicer in writing by the TrusteeTrustee maintained for such purpose, the Trustee shall execute on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsthe same Class of a like aggregate Percentage Interest. At the option of the Certificateholders, Certificates each Certificate may be exchanged for other Certificates in Authorized Denominations of the same Class with the same and authorized denominations and a like Certificate Principal Balance or aggregate Percentage Interest, as applicable, upon surrender of the Certificates such Certificate to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Trustee) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable No service charge may to the Certificateholders shall be made for any such transfer or exchange or transfer of Certificates, and but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for transfer and exchange or transfer shall be cancelled destroyed by the Trustee. The Trustee will (or any Authenticating Agentwill cause the Certificate Registrar to) provide notice to the Trustee of each transfer of a Certificate, and will provide the Trustee and Servicer with an updated copy of the Certificate Register on January 1 and July 1 of each year (or at such other time as the Servicer may request).

Registration of Transfer and Exchange of Certificates. (a) The Trustee on behalf of the Trust Certificate Registrar shall cause to be maintained kept at one of its offices or at its designated agent, the Corporate Trust Office a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Registrar shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee hereby appoints itself shall initially serve as Certificate Registrar for the initial Certificate Registrarpurpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph which office shall initially be the offices designated by the Trustee at and, in the Corporate Trust Office case of a Residual Certificate, upon satisfaction of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trusteeconditions set forth below, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsthe same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or authorized denominations and the same aggregate Percentage Interest, as applicableInterests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable service charge In addition, (i) with respect to each Class R Certificate, the holder thereof may be made exchange, in the manner described above, such Class R Certificate for any three separate certificates, each representing such exchange or transfer of Certificatesholder’s respective Percentage Interest in the Class R-1 Interest, the Class R-2 Interest and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge Class R-3 Interest that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled was evidenced by the Trustee or any Authenticating AgentClass R Certificate being exchanged and (ii) with respect to each Class R-X Certificate, the holder thereof may exchange, in the manner described above, such Class R-X Certificate for three separate certificates, each representing such holder’s respective Percentage Interest in the Class R-4 Interest, the Class R-5 Interest and the Class R-6 Interest that was evidenced by the Class R-X Certificate being exchanged.

Registration of Transfer and Exchange of Certificates. (a) The Trustee on behalf of the Trust Certificate Registrar shall cause to be maintained kept at one of its offices or at its designated agent, the Corporate Trust Office a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Registrar shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee hereby appoints itself shall initially serve as Certificate Registrar for the initial Certificate Registrarpurpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the Trustee at foregoing paragraph and, in the Corporate Trust Office case of a Class R Certificate, upon satisfaction of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trusteeconditions set forth below, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsthe same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or authorized denominations and the same aggregate Percentage Interest, as applicableInterests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable service charge In addition, with respect to each Class R Certificate, the holder thereof may be made exchange, in the manner described above, such Class R Certificate for any two separate certificates, each representing such exchange or transfer of Certificates, holder's respective Percentage Interest in the Class R-1 Interest and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge Class R-2 Interest, respectively, in each case that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled was evidenced by the Trustee or any Authenticating AgentClass R Certificate being exchanged.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust Certificate Registrar shall cause to be maintained at one of its offices or kept at its designated agent, Corporate Trust Office a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Registrar shall be amended from time to time by provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in the Trust Agreement. The Certificate Registrar designated in the related Trust Agreement shall initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as provided in the Trust Agreement. Upon any resignation of any Certificate Registrar, the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant shall promptly appoint, subject to Section 10.061.03 hereof, a successor or, in the absence of such appointment, shall assume the duties of Certificate Registrar. The Trustee hereby appoints itself shall have no liability or responsibility for any act or omission to act of any Certificate Registrar (unless the Trustee is then serving as the initial such Certificate Registrar) appointed pursuant to the terms of the related Trust Agreement. Upon The Certificate Registrar shall be entitled to the same rights, privileges and immunities accorded the Trustee pursuant to Article VIII hereof. Subject to Section 5.05 hereof, upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, Certificate Registrar or such at any other address office or agency as may hereafter be provided to of the Servicer in writing by the TrusteeCertificate Registrar maintained for such purpose, the Trustee on behalf of the Trust shall execute, execute and the Trustee or any Authenticating Agent Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsthe same Class of a like aggregate Percentage Interest. At the option of the Certificateholders, Certificates each Certificate may be exchanged for other Certificates in Authorized Denominations of the same Class with the same and authorized denominations and a like Certificate Principal Balance or aggregate Percentage Interest, as applicable, Interest upon surrender of the Certificates such Certificate to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of shall execute and cause the Trust shall execute, and the Trustee, or any Authenticating Agent, shall Certificate Registrar to authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Trustee or any Authenticating Agent and Certificate Registrar duly executed by, the Holder thereof of such Certificate or such Xxxxxx’s his attorney duly authorized in writing. A reasonable No service charge may to the Certificateholders shall be made for any such transfer or exchange or transfer of Certificates, and but the Trustee Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for transfer and exchange or transfer shall be cancelled destroyed by the Certificate Registrar. The Certificate Registrar shall provide notice to the Trustee or of each transfer of a Certificate and shall provide the Trustee and the Master Servicer with an updated copy of the Certificate Register on January 1 and July 1 of each year. If the Trustee shall not at any Authenticating Agenttime be acting as the Certificate Registrar, the Trustee shall have the right to inspect such Certificate Register at all reasonable times and to rely conclusively upon a certificate of the Certificate Registrar as to the names and addresses of the Certificateholders and the Percentage Interests held by each.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such XxxxxxHolder’s attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agentCertificate Registrar, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.0610.5. The Trustee hereby appoints itself as the initial Certificate Registrar. The Trustee may appoint an Eligible Institution to act as its agent in order to delegate to such Eligible Institution its duties as Certificate Registrar under this Agreement. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate office of First Trust Office of the TrusteeNew York, National Association, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000, Attention: Xxxxx Xxxxxxxx, or such other address or agency as may hereafter be provided to the Certificate Administrator, if any, and the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee or an Authenticating Agent may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. Upon the transfer of a Class Certificate each transferee that purchases a Class A Certificate with the assets of one or more Plans shall be deemed to represent that each such Plan qualifies as an "accredited investor" as defined in Rule 501(a)(1) of Regulation D under the Securities Act. If at any time the Class A Certificates fail to receive a rating from any of S&P or Fitch that is one of the three highest generic rating categories for that respective rating agency, then such Class A Certificate shall not thereafter be eligible for transfer to a Plan, and each transferee shall be deemed to represent that it is not purchasing or holding its Class A Certificate with plan assets of a Plan. All Certificates surrendered for exchange or transfer shall be cancelled canceled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, maintain a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Trustee shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself Certificates and of transfers and exchanges of Certificates as the initial Certificate Registrarherein provided. Upon surrender for registration of transfer of any Certificate to at the office of the Trustee at the Corporate Trust Office of the Trustee, or maintained for such other address or agency as may hereafter be provided to the Servicer in writing by the Trusteepurpose, the Trustee on behalf of the Trust shall execute, execute and the Trustee or any the Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsa like aggregate initial Certificate Principal Balance. Every Certificate surrendered for transfer shall be accompanied by notification of the account of the designated transferee or transferees for the purpose of receiving distributions pursuant to Section 4.01 by wire transfer, if any such transferee desires and is eligible for distribution by wire transfer. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of authorized denominations of a like aggregate initial Certificate Principal Balance or Percentage Interest, as applicableBalance, upon surrender of the Certificates to be exchanged at any such the office or agencyof the Certificate Registrar. Whenever any Certificates are so surrendered for exchange, exchange the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable No service charge may shall be made to the Certificateholders for any such transfer or exchange or transfer of Certificates, and but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for transfer and exchange or transfer shall be cancelled canceled and retained by the Trustee or any Authenticating Agentin accordance with the Trustee's standard procedures.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained at one of its offices or at its designated agentpursuant to Section 4.08, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial “Certificate Registrar. .” Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office office or agency maintained pursuant to Section 4.08, the Owner Trustee, upon the satisfaction of the Trusteeconditions set forth in Section 4.09(c), or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, authenticate and the Trustee deliver (or any Authenticating Agent shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsa like Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of the Certificateholdersa Certificateholder, Certificates may be exchanged for other Certificates in Authorized Denominations of a like Certificate Principal Balance or Percentage Interest, as applicable, Interest upon surrender of the Certificates to be exchanged at any such the office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled agency maintained pursuant to receiveSection 4.08. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in the form of Transferor Certificate set forth as Exhibit D hereto, attached to the form of Certificate attached hereto as Exhibit A, or such other form satisfactory to the Trustee or any Authenticating Agent Note Insurer, or, upon the occurrence and continuation of a Note Insurer Default, satisfaction of the Rating Agency Condition, duly executed by, by the Holder thereof Certificateholder or such Xxxxxx’s his attorney duly authorized in writing. A reasonable No service charge may shall be made for any such registration of transfer or exchange or transfer of Certificates, and but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All The preceding provisions of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates surrendered for exchange or transfer a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be cancelled responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee or any Authenticating Agentshall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office office of the Trustee's agent at DTC Transfer Agent Services, 00 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, New York, New York 10041, Attention: Xxxxxx Xxxxx, or at BT Services Tennessee, 000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000, Attention: Transfer Department, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall Certificate Registrar will keep or cause to be kept, at the office or agency maintained at one of its offices or at its designated agentpursuant to Section 3.7, a Certificate Register in which there shall which, subject to such reasonable regulations as it may prescribe, the Owner Trustee will provide for the registration of the Certificates and of transfers and exchanges of the Certificates as herein provided. The Owner Trustee will be recorded the initial Certificate Registrar. The initial Certificateholder will provide the Certificate Registrar and the Indenture Trustee with its name and address on the Closing Date. Upon any transfers of a Certificate, the Certificate Registrar will notify the Indenture Trustee of the name and address of each Certificateholder. Subject to transferee in writing, by facsimile, on the day of such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrartransfer. Upon surrender for registration of transfer of any a Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address office or agency as may hereafter be provided maintained pursuant to the Servicer in writing by the TrusteeSection 3.7, the Owner Trustee on behalf of the Trust shall will execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transfereestransferee, one or more a new Certificates Certificate dated the date of Authorized Denominations. At authentication by the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receiveauthenticating agent. Every A Certificate presented or surrendered for registration of transfer shall be duly endorsed by, or exchange will be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, by the Holder thereof Certificateholder or such Xxxxxx’s his attorney duly authorized in writing. A reasonable Each Certificate surrendered for registration of transfer or exchange will be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge may will be made for any such registration of transfer or exchange of a Certificate, but the Owner Trustee or transfer of Certificates, and the Trustee Certificate Registrar may require payment of a sum sufficient to cover any expense, tax or governmental charge that may be imposed in connection with any transfer or exchange of a Certificate. To the fullest extent permitted by applicable law, no sale, pledge or other transfer of a Certificate will be made unless (a) such sale, pledge or other transfer (i) is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) is made to a Person that is a "qualified institutional buyer" as defined in Rule 144A under the Securities Act, (b) such sale, pledge or other transfer will not cause the Trust to be treated as a publicly traded partnership taxable as a corporation for federal income tax purposes, and (c) such sale, pledge or other transfer is made to a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and who has delivered to the Owner Trustee satisfactory evidence thereof. Each prospective purchaser of a Certificate after the Closing Date will deliver a completed and duly executed transferee's certificate (in the form of Exhibit C for "qualified institutional buyers"), to the Owner Trustee and to the transferor for inspection prior to effecting any requested transfer. The Issuer and the Owner Trustee may rely conclusively upon the information contained in any such transferee's certificate in the absence of knowledge to the contrary. In connection with any transfer (other than the purchase of any Certificate by a purchaser who delivers a transferee's certificate in the form of Exhibit C), the Owner Trustee will require an Opinion of Counsel to the effect that such transfer may be effected without registration under the Securities Act, which Opinion of Counsel, if so required, will be addressed to the Issuer and the Owner Trustee and will be secured at the expense of the Holder. The Owner Trustee may rely upon the representation of any transferee made to the Owner Trustee, and upon such Opinion of Counsel, and will be fully protected in so doing. Any Certificateholders will be deemed to have agreed to these restrictions on transfer. In order to preserve the exemption for resales and transfers provided by Rule 144A under the Securities Act, the Issuer will provide to any Certificateholder and any prospective purchaser designated by such Certificateholder, upon request of such Certificateholder or such prospective purchaser, such information required by Rule 144A as will enable the resale of such Certificate to be made pursuant to Rule 144A. The Owner Trustee will cooperate with the Issuer in providing the Issuer such information in its possession regarding the Certificates, the Receivables and other matters regarding the Certificates as the Issuer will reasonably request to meet its obligations under the preceding sentence. All At the option of a Holder, a Certificate may be exchanged for one or more other Certificates of authorized denominations of a like aggregate beneficial interest in the Trust upon surrender of the Certificate to be exchanged at the Corporate Trust Office maintained pursuant to Section 3.7. Whenever any Certificates are so surrendered for exchange exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver one or transfer shall be cancelled more Certificates dated the date of authentication by the Owner Trustee or any Authenticating Agentauthenticating agent. Such Certificates shall be delivered to the Holder making the exchange.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office office of the Trustee's agent at DTC Transfer Agent Services, 00 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, New York, New York 10041, Attention: Xxxxxx Xxxxx, or at BT Services Tennessee, 000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000, Attention: Transfer Department, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained at one of its offices or at its designated agentpursuant to Section 11.07, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Trustee shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee hereby appoints itself as shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the TrusteeOffice, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate authenticate, and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of Authorized Denominationsa like aggregate amount dated the date of authentication by the Trustee, provided, however, that registration of transfer of the Class IC Certificate may not be effected unless (A) the Trustee receives an Opinion of Counsel, satisfactory to it, to the effect that (i) such transfer may be made in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, and (ii) such transfer will not adversely affect the tax treatment of the Trust or the Certificates; (B) the Surety Bond Issuer has consented to such transfer and (C) the Rating Agency Condition shall have been satisfied with respect to such transfer. At the option of the Certificateholdersa Holder, Certificates may be exchanged for other Certificates in Authorized Denominations of authorized denominations of a like Certificate Principal Balance or Percentage Interest, as applicable, aggregate amount upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Corporate Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receiveOffice. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, by the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable Each Certificate surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Trustee. No service charge may shall be made for any such registration of transfer or exchange or transfer of Certificates, and but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of State Street Bank and Trust Company, N.A., 00 Xxxxxxxx, Xxx Xxxx, XX 00000, Attention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of State Street Bank and Trust Company, N.A., 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. (a) The Trustee on behalf of the Trust Certificate Registrar shall cause to be maintained at one of its offices or at its designated agent, kept a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator is hereby appointed, and the Securities Administrator hereby accepts its appointment as, initial Certificate Registrar on behalf of the Trustee, for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Securities Administrator shall provide a copy of the Certificate Register shall be amended from time to time by (upon which the Trustee or its agent may conclusively rely) to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as upon the initial Certificate RegistrarTrustee’s request. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or Certificate Registrar maintained for such other address or agency as may hereafter be provided purpose pursuant to the Servicer in writing by the Trusteeforegoing paragraph, the Trustee Securities Administrator on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsthe same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or authorized denominations and the same aggregate Percentage Interest, as applicableInterests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee Securities Administrator shall execute on behalf of the Trust shall executeTrust, and the Trustee, or any Authenticating Agent, Certificate Registrar shall authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and Certificate Registrar duly executed by, the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. (a) The Trustee on behalf of the Trust Certificate Registrar shall cause to be maintained kept at one of its offices or at its designated agent, the Corporate Trust Office a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Registrar shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee hereby appoints itself shall initially serve as Certificate Registrar for the initial Certificate Registrarpurpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the Trustee at foregoing paragraph and, in the Corporate Trust Office case of a Class R Certificate, upon satisfaction of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trusteeconditions set forth below, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsthe same aggregate Percentage Interest. 119 At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or authorized denominations and the same aggregate Percentage Interest, as applicableInterests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable service charge In addition, with respect to each Class R Certificate, the holder thereof may be made exchange, in the manner described above, such Class R Certificate for any three separate certificates, each representing such exchange or transfer of Certificatesholder's respective Percentage Interest in the Class R-1 Interest, the Class R-2 Interest and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge Class R-3 Interest, respectively, in each case that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled was evidenced by the Trustee or any Authenticating AgentClass R Certificate being exchanged.

Registration of Transfer and Exchange of Certificates. (a) The Trustee on behalf of the Trust Certificate Registrar shall cause to be maintained kept at one of its offices or at its designated agent, the Corporate Trust Office a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Registrar shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee hereby appoints itself shall initially serve as Certificate Registrar for the initial Certificate Registrarpurpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the Trustee at foregoing paragraph which office shall initially be the Corporate Trust Office offices of the Trustee's agent located at c/o DTC Transfer Agent Services, or such other address or agency as may hereafter be provided to 00 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, New York, New York 10041 and, in the Servicer in writing by case of a Residual Certificate, upon satisfaction of the Trusteeconditions set forth below, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsthe same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or authorized denominations and the same aggregate Percentage Interest, as applicableInterests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable service charge In addition, (i) with respect to each Class R Certificate, the holder thereof may be made exchange, in the manner described above, such Class R Certificate for any two separate certificates, each representing such exchange or transfer of Certificates, holder's respective Percentage Interest in the Class R-1 Interest and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge Class R-2 Interest that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled was evidenced by the Trustee or any Authenticating AgentClass R Certificate being exchanged and (ii) with respect to each Class R-X Certificate, the holder thereof may exchange, in the manner described above, such Class R-X Certificate for two separate certificates, each representing such holder's respective Percentage Interest in the Class R-3 Interest that was evidenced by the Class R-X Certificate being exchanged.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office office of the Trustee's agent at DTC Transfer Agent Services, 00 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, New York, New York 10041, or at DB Services Tennessee, Inc., 000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000, Attention: Transfer Department, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall Certificate Registrar will keep or cause to be kept, at the office or agency maintained at one of its offices or at its designated agentpursuant to Section 3.7, a Certificate Register in which there shall which, subject to such reasonable regulations as it may prescribe, the Owner Trustee will provide for the registration of the Certificates and of transfers and exchanges of the Certificates as herein provided. The Owner Trustee will be recorded the initial Certificate Registrar. The initial Certificateholder will provide the Certificate Registrar and the Indenture Trustee with its name and address on the Closing Date. Upon any transfers of a Certificate, the Certificate Registrar will notify the Indenture Trustee of the name and address of each Certificateholder. Subject to transferee in writing, by facsimile, on the day of such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrartransfer. Upon surrender for registration of transfer of any a Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address office or agency as may hereafter be provided maintained pursuant to the Servicer in writing by the TrusteeSection 3.7, the Owner Trustee on behalf of the Trust shall will execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transfereestransferee, one or more a new Certificates Certificate dated the date of Authorized Denominations. At authentication by the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receiveauthenticating agent. Every A Certificate presented or surrendered for registration of transfer shall be duly endorsed by, or exchange will be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, by the Holder thereof Certificateholder or such Xxxxxx’s his attorney duly authorized in writing. A reasonable Each Certificate surrendered for registration of transfer or exchange will be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge may will be made for any such registration of transfer or exchange of a Certificate, but the Owner Trustee or transfer of Certificates, and the Trustee Certificate Registrar may require payment of a sum sufficient to cover any expense, tax or governmental charge that may be imposed in connection with any transfer or exchange of a Certificate. To the fullest extent permitted by applicable law, no sale, pledge or other transfer of a Certificate will be made unless (a) such sale, pledge or other transfer (i) is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) is made to a Person that is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act, (b) such sale, pledge or other transfer will not cause the Trust to be treated as a publicly traded partnership taxable as a corporation for federal income tax purposes, and (c) such sale, pledge or other transfer is made to a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and who has delivered to the Owner Trustee satisfactory evidence thereof. Each prospective purchaser of a Certificate after the Closing Date will deliver a completed and duly executed transferee’s certificate (in the form of Exhibit C for “qualified institutional buyers”), to the Owner Trustee and to the transferor for inspection prior to effecting any requested transfer. The Issuer and the Owner Trustee may rely conclusively upon the information contained in any such transferee’s certificate in the absence of knowledge to the contrary. In connection with any transfer (other than the purchase of any Certificate by a purchaser who delivers a transferee’s certificate in the form of Exhibit C), the Owner Trustee will require an Opinion of Counsel to the effect that such transfer may be effected without registration under the Securities Act, which Opinion of Counsel, if so required, will be addressed to the Issuer and the Owner Trustee and will be secured at the expense of the Holder. The Owner Trustee may rely upon the representation of any transferee made to the Owner Trustee, and upon such Opinion of Counsel, and will be fully protected in so doing. Any Certificateholders will be deemed to have agreed to these restrictions on transfer. In order to preserve the exemption for resales and transfers provided by Rule 144A under the Securities Act, the Issuer will provide to any Certificateholder and any prospective purchaser designated by such Certificateholder, upon request of such Certificateholder or such prospective purchaser, such information required by Rule 144A as will enable the resale of such Certificate to be made pursuant to Rule 144A. The Owner Trustee will cooperate with the Issuer in providing the Issuer such information in its possession regarding the Certificates, the Receivables and other matters regarding the Certificates as the Issuer will reasonably request to meet its obligations under the preceding sentence. All At the option of a Holder, a Certificate may be exchanged for one or more other Certificates of authorized denominations of a like aggregate beneficial interest in the Trust upon surrender of the Certificate to be exchanged at the Corporate Trust Office maintained pursuant to Section 3.7. Whenever any Certificates are so surrendered for exchange exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver one or transfer shall be cancelled more Certificates dated the date of authentication by the Owner Trustee or any Authenticating Agentauthenticating agent. Such Certificates shall be delivered to the Holder making the exchange.

Registration of Transfer and Exchange of Certificates. (a) The Trustee on behalf of the Trust shall cause to be maintained kept at one of its offices or at its designated agent, the Corporate Trust Office a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Trustee shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself Certificates and of transfers and exchanges of Certificates as the initial Certificate Registrarherein provided. Upon surrender for registration of or transfer of any Certificate to at any office or agency of the Trustee at maintained for such purpose (as designated by the Corporate Trust Office Trustee from time to time) and upon satisfaction of the Trustee, or such other address or agency as may hereafter be provided to the Servicer conditions set forth in writing by the TrusteeSection 6.02(b) and (c), the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsthe same Class and of a like aggregate Percentage Interest. As of the Closing Date, the Trustee designates its office located on 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 for such purpose. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of authorized denominations of the same Class and of a like Certificate Principal Balance or aggregate Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, exchange the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, deliver the Certificates which that the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, by the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable No service charge may shall be made to a Certificateholder for any such transfer or exchange or transfer of Certificates, and but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for transfer or exchange or transfer shall be cancelled canceled by the Trustee or any Authenticating Agentin accordance with its standard procedures.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agentCertificate Registrar, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.0610.5. The Trustee hereby appoints itself LaSalle Bank National Association as the initial Certificate Registrar. The Trustee may appoint an Eligible Institution to act as its agent in order to delegate to such Eligible Institution its duties as Certificate Registrar under this Agreement. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate office of First Trust Office of New York, National Association, 100 Wall Street, Suite 1600, New York, NY 10005, Attention: Glenn Xxxxxxxx, xx xxxx xxxxx xxxxxxx xx xxxxxx xx xxy hereafter bx xxxxxxxx xx the TrusteeCertificate Administrator, or such other address or agency as may hereafter be provided to if any, and the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee (or any Authenticating Agent Agent) shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee or an Authenticating Agent may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled canceled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be kept at the office or agency to be maintained at one by it in accordance with the provisions of its offices or at its designated agentSection 7.11 a register (the "Register") for each series of Certificates in which, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Trustee shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06Certificates of such series and of transfers and exchanges of such Certificates as herein provided. The Trustee hereby appoints itself shall initially be the registrar (the "Registrar") for the purpose of registering Certificates of each series and transfers and exchanges of such Certificates as the initial Certificate Registrarherein provided. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address office or agency as may hereafter be provided to the Servicer in writing by the Trusteeagency, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationslike series, in authorized denominations of a like aggregate Fractional Undivided Interest. At the option of the Certificateholdersa Certificateholder, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage series, in authorized denominations and of a like aggregate Fractional Undivided Interest, as applicable, upon surrender of the Certificates to be exchanged at the Corporate Trust Office or at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, deliver the Certificates which that the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and the Registrar duly executed by, by the Holder Certificateholder thereof or such Xxxxxx’s its attorney duly authorized in writing. A reasonable No service charge may shall be made to a Certificateholder for any such registration of transfer or exchange or transfer of Certificates, and but the Trustee may shall require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for registration of transfer or exchange or transfer shall be cancelled and subsequently destroyed by the Trustee or any Authenticating AgentTrustee.

Registration of Transfer and Exchange of Certificates. (a) The Trustee on behalf of the Trust Certificate Registrar shall cause to be maintained kept at one of its offices or at its designated agent, the Corporate Trust Office a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Registrar shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee hereby appoints itself shall initially serve as Certificate Registrar for the initial Certificate Registrarpurpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the Trustee at foregoing paragraph which office shall initially be the Corporate Trust Office offices of the Trustee's agent located at c/o DTC Transfer Agent Services, or such other address or agency as may hereafter be provided to 00 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, New York, New York 10041 and, in the Servicer in writing by case of a Residual Certificate, upon satisfaction of the Trusteeconditions set forth below, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsthe same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or authorized denominations and the same aggregate Percentage Interest, as applicableInterests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable service charge In addition, (i) with respect to each Class R Certificate, the holder thereof may be made exchange, in the manner described above, such Class R Certificate for any three separate certificates, each representing such exchange or transfer of Certificatesholder's respective Percentage Interest in the Class R-1 Interest, the Class R-2 Interest and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge Class R-3 Interest that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled was evidenced by the Trustee or any Authenticating AgentClass R Certificate being exchanged and (ii) with respect to each Class R-X Certificate, the holder thereof may exchange, in the manner described above, such Class R-X Certificate for two separate certificates, each representing such holder's respective Percentage Interest in the Class R-4 Interest and the Class R-5 Interest that was evidenced by the Class R-X Certificate being exchanged.

Registration of Transfer and Exchange of Certificates. The Certificate Trustee on behalf of the Trust shall cause to be kept at the office of agency to be maintained at one by it in accordance with the provisions of its offices or at its designated agentSection 6.12 a register (the “Certificate Register”) in which, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Trustee shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Trustee hereby appoints itself as shall initially be the initial registrar (the “Certificate Registrar”) for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon Subject to this Section 2.06, upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address office or agency as may hereafter be provided to the Servicer in writing maintained by the TrusteeCertificate Trustee in accordance with Section 6.12, the Delaware Trustee on behalf of the Trust Certificate Issuer shall execute, and the Certificate Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transfereestransferee, one or more new Certificates (of Authorized Denominationsthe same Tranche as the Certificates surrendered for registration of transfer) in authorized denominations of a like aggregate Original Principal Xxxxxx, but that if any such surrendered Certificate shall have become or within 15 days shall be due and payable, instead of issuing a replacement Certificate, the Certificate Trustee may pay such surrendered Certificate when so due and payable or upon the Special Distribution Date without surrender thereof. At the option of the Certificateholdersa Certificateholder, Certificates may be exchanged for other Certificates in Authorized Denominations (of the same Tranche as the Certificates surrendered for registration of exchange) of authorized denominations of a like Certificate aggregate Original Principal Balance or Percentage Interest, as applicableAmount, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Delaware Trustee on behalf of the Trust Certificate Issuer shall execute, and the Trustee, or any Authenticating Agent, Certificate Trustee shall authenticate and deliver, deliver the Certificates which that the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Certificate Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, by the Holder Certificateholder thereof or such Xxxxxx’s its attorney duly authorized in writing. A reasonable No service charge may shall be made to a Certificateholder for any such registration of transfer or exchange or transfer of Certificates, and but the Certificate Trustee may shall require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for registration of transfer or exchange or transfer shall be cancelled and subsequently destroyed by the Certificate Trustee in accordance with its customary practices. The preceding provisions of this Section notwithstanding, the Certificate Issuer shall not be required to make and the Certificate Registrar need not register transfers or exchanges of any Authenticating AgentCertificate for a period of 15 days preceding the date for any payment with respect to the Certificate.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agentCertificate Registrar, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.0610.5. The Trustee hereby appoints itself as the initial Certificate Registrar. The Trustee may appoint an Eligible Institution to act as its agent in order to delegate to such Eligible Institution its duties as Certificate Registrar under this Agreement. Upon surrender for registration of transfer of any Certificate to the Trustee at the its Corporate Trust Office or at the office of the TrusteeU.S. Bank National Association, 100 Wall Street, Suite 1600, New York, New York 10005, or such other address or agency as may hereafter be provided to othxx xxxxxxx xx xxxxxx xx xxx xxxxxxxxx xx xxxxxxxx xx the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee or an Authenticating Agent may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled canceled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained at one of its offices or at its designated agentpursuant to Section 4.08, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial "Certificate Registrar. ." Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office office or agency maintained pursuant to Section 4.08, the Owner Trustee, upon the satisfaction of the Trusteeconditions set forth in Section 4.09(c), or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, authenticate and the Trustee deliver (or any Authenticating Agent shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsa like Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of the Certificateholdersa Certificateholder, Certificates may be exchanged for other Certificates in Authorized Denominations of a like Certificate Principal Balance or Percentage Interest, as applicable, Interest upon surrender of the Certificates to be exchanged at any such the office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled agency maintained pursuant to receiveSection 4.08. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form, attached to the form of Certificate attached hereto as EXHIBIT A, or such other form satisfactory to the Trustee or any Authenticating Agent Note Insurer, or, upon the occurrence and continuation of a Note Insurer Default, satisfaction of the Rating Agency Condition, duly executed by, by the Holder thereof Certificateholder or such Xxxxxx’s his attorney duly authorized in writing. A reasonable No service charge may shall be made for any such registration of transfer or exchange or transfer of Certificates, and but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All The preceding provisions of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates surrendered for exchange or transfer a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be cancelled responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; PROVIDED, HOWEVER, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee or any Authenticating Agentshall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as EXHIBIT C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of U.S. Bank National Association, U.S. Bank Trust New York, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000, Attention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agentCertificate Registrar, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.0610.5. The Trustee hereby appoints itself as the initial Certificate Registrar. The Trustee may appoint an Eligible Institution to act as its agent in order to delegate to such Eligible Institution its duties as Certificate Registrar under this Agreement. Upon surrender for registration of transfer of any Certificate to the Trustee at the its Corporate Trust Office or at the office of the TrusteeState Street Bank and Trust Company, N.A., 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee or an Authenticating Agent may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled canceled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. (a) The Trustee on behalf of the Trust Certificate Registrar shall cause to be maintained kept at one of its offices or at its designated agent, the Corporate Trust Office a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Registrar shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee hereby appoints itself shall initially serve as Certificate Registrar for the initial Certificate Registrarpurpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the Trustee at foregoing paragraph which office shall initially be the Corporate Trust Office offices of the Trustee’s agent located at c/o DTC Transfer Agent Services, or such other address or agency as may hereafter be provided to 50 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, New York, New York 10041 and, in the Servicer in writing by case of a Residual Certificate, upon satisfaction of the Trusteeconditions set forth below, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsthe same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or authorized denominations and the same aggregate Percentage Interest, as applicableInterests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable service charge In addition, (i) with respect to each Class R Certificate, the holder thereof may be made exchange, in the manner described above, such Class R Certificate for any three separate certificates, each representing such exchange or transfer of Certificatesholder’s respective Percentage Interest in the Class R-1 Interest, the Class R-2 Interest and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge Class R-3 Interest that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled was evidenced by the Trustee or any Authenticating AgentClass R Certificate being exchanged and (ii) with respect to each Class R-X Certificate, the holder thereof may exchange, in the manner described above, such Class R-X Certificate for two separate certificates, each representing such holder’s respective Percentage Interest in the Class R-4 Interest and the Class R-5 Interest that was evidenced by the Class R-X Certificate being exchanged.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust Certificate Registrar shall keep or cause to be maintained kept, at one of its offices or at its designated agentthe Corporate Trust Office, a Certificate Register in which there which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. U.S. Bank Trust National Association, shall be recorded the initial Certificate Registrar. The Certificate Registrar shall provide the Indenture Trustee, the Trust Collateral Agent, the Class A Insurer and the Backup Insurer with a list of the names and addresses of the Certificateholders on the Closing Date, to the extent such information has been provided to the Certificate Registrar and in the form provided to the Certificate Registrar on such date. Upon any transfers of Certificates, the Certificate Registrar shall notify the Indenture Trustee, the Trust Collateral Agent, the Class A Insurer and the Backup Insurer of the name and address of each Certificateholder. Subject to the transferee in writing, by facsimile, on the day of such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrartransfer. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the TrusteeOffice, the Owner Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of Authorized Denominationsa like class and aggregate face amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of the Certificateholdersa Holder, Certificates may be exchanged for other Certificates of the same class in Authorized Denominations authorized denominations of a like Certificate Principal Balance or Percentage Interest, as applicable, aggregate amount upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Corporate Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receiveOffice. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed accompanied by, or be accompanied by : (i) a written instrument of transfer in form satisfactory to the Owner Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, by the Holder thereof Certificateholder or such Xxxxxx’s his attorney duly authorized in writing, with such signature guaranteed by an "eligible guarantor institution" meeting the requirements of the Certificate Registrar, which requirements include membership or participation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP; and (ii) an Opinion of Counsel that the transfer or exchange of such Certificate would not cause the Trust to be treated as a publicly traded partnership or otherwise be taxable as a corporation. A reasonable Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge may shall be made for any such registration of transfer or exchange or transfer of Certificates, and but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All The Certificates surrendered for exchange have not been registered under the Securities Act or any state securities law. Subject to the provisions of Section 3.1 hereof, the Certificate Registrar shall not register the transfer of any Certificate or unless such resale or transfer is: (i) pursuant to an effective registration statement under the Securities Act; (ii) to the Seller; or (iii) unless it shall have received a representation letter or such other representations and an Opinion of Counsel satisfactory to the Seller or the Owner Trustee and, prior to the Class A Termination Date, the Controlling Party, to the effect that such resale or transfer is made (A) in a transaction exempt from the registration requirements of the Securities Act and applicable state securities laws, or (B) to a person who the transferor of the Certificate reasonably believes is a "qualified institutional buyer" (within the meaning of Rule 144A under the Securities Act) that is aware that such resale or other transfer is being made in reliance upon Rule 144A. Until the earlier of (i) such time as the Certificates shall be cancelled by registered pursuant to a registration statement filed under the Trustee Securities Act and (ii) the date three years from the later of the date of the original authentication and delivery of the Certificates and the date any Certificate was acquired from the Seller or any Authenticating Agentaffiliate of the Seller, the Certificates shall bear a legend substantially to the effect set forth in the preceding two sentences. Neither the Seller, the Servicer, the Trust nor the Owner Trustee is obligated to register the Certificates under the Securities Act or to take any other action not otherwise required under this Agreement to permit the transfer of Certificates without registration.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust Certificate Registrar shall cause to be maintained kept at one the Corporate Trust Office of its offices or at its designated agent, the Certificate Registrar a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Registrar shall be amended from time to time by provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in the Trust Agreement. The Certificate Registrar designated in the related Trust Agreement shall initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as provided in the Trust Agreement. Upon any resignation of any Certificate Registrar, the Trustee or its agent to reflect notice shall promptly appoint a successor or, in the absence of any changes received by such appointment, shall assume the Trustee or its agent pursuant to Section 10.06duties of Certificate Registrar. The Trustee hereby appoints itself shall have no liability or responsibility for any act or omission to act of any Certificate Registrar (unless the Trustee is then serving as the initial such Certificate Registrar) appointed pursuant to the terms of the related Trust Agreement. Upon The Certificate Registrar shall be entitled to the same rights, privileges and immunities accorded the Trustee pursuant to Article VIII hereof. Subject to Section 5.05 hereof, upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, Certificate Registrar or such at any other address office or agency as may hereafter be provided to of the Servicer in writing by the TrusteeCertificate Registrar maintained for such purpose, the Trustee on behalf of the Trust shall execute, execute and the Trustee or any Authenticating Agent Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsthe same Class of a like aggregate Percentage Interest. At the option of the Certificateholders, Certificates each Certificate may be exchanged for other Certificates in Authorized Denominations of the same Class with the same and authorized denominations and a like Certificate Principal Balance or aggregate Percentage Interest, as applicable, Interest upon surrender of the Certificates such Certificate to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of shall execute and cause the Trust shall execute, and the Trustee, or any Authenticating Agent, shall Certificate Registrar to authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Trustee or any Authenticating Agent and Certificate Registrar duly executed by, the Holder thereof of such Certificate or such Xxxxxx’s his attorney duly authorized in writing. A reasonable No service charge may to the Certificateholders shall be made for any such transfer or exchange or transfer of Certificates, and but the Trustee Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for transfer and exchange or transfer shall be cancelled destroyed by the Certificate Registrar. The Certificate Registrar shall provide notice to the Trustee or of each transfer of a Certificate and shall provide the Trustee and the Master Servicer with an updated copy of the Certificate Register on January 1 and July 1 of each year. If the Trustee shall not at any Authenticating Agenttime be acting as the Certificate Registrar, the Trustee shall have the right to inspect such Certificate Register at all reasonable times and to rely conclusively upon a certificate of the Certificate Registrar as to the names and addresses of the Certificateholders and the Percentage Interests held by each.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such XxxxxxHoxxxx’s attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agentCertificate Registrar, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.0610.5. The Trustee hereby appoints itself as the initial Certificate Registrar. The Trustee may appoint an Eligible Institution to act as its agent in order to delegate to such Eligible Institution its duties as Certificate Registrar under this Agreement. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate office of First Trust Office of the TrusteeNew York, National Association, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000, Attention: Xxxxx Xxxxxxxx, or such other address or agency as may hereafter be provided to the Certificate Administrator, if any, and the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee or an Authenticating Agent may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. Upon the transfer of a Class Certificate each transferee that purchases a Class A Certificate with the assets of one or more Plans shall be deemed to represent that each such Plan qualifies as an "accredited investor" as defined in Rule 501(a)(1) of Regulation D under the Securities act. If at any time the Class A Certificates fail to receive a rating from any of S&P or Fitch that is one of the three highest generic rating categories for that respective rating agency, then such Class A Certificate shall not thereafter be eligible for transfer to a Plan, and each transferee shall be deemed to represent that it is not purchasing or holding its Class A Certificate with plan assets of a Plan. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agentCertificate Registrar, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.068.4. The Trustee hereby appoints itself as the initial Certificate Registrar. The Trustee may appoint an Eligible Institution to act as its agent in order to delegate to such Eligible Institution its duties as Certificate Registrar under this Agreement. Upon surrender for registration of transfer of any Certificate to the Trustee at the its Corporate Trust Office of the TrusteeOffice, or such other address or agency as may hereafter be provided to the Servicer Certificate Administrator, if any, in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, by or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing, and, in addition, in the case of any Class B Certificate, be accompanied by a certificate in the form set forth in Exhibit A hereto duly completed by the transferor thereof. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee or an Authenticating Agent may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. (a) The Trustee on behalf of the Trust shall cause to be kept at the office or agency to be maintained at one by a transfer agent and registrar (the "Transfer Agent and ------------------ Registrar") in accordance with the provisions of its offices or at its designated agentSection 11.16 a register (the --------- ------------- "Certificate Register") in which, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject subject to such reasonable rules and regulations as the Trustee it -------------------- may prescribe, the Certificate Register Transfer Agent and Registrar shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06Investor Certificates and of transfers and exchanges of the Investor Certificates as herein provided. The Trustee is hereby appoints itself initially appointed Transfer Agent and Registrar for the purpose of registering the Investor Certificates and transfers and exchanges of the Investor Certificates as herein provided. The Trustee shall be permitted to resign as Transfer Agent and Registrar upon 30 days written notice to the initial Certificate Servicer. In the event that the Trustee shall no longer be the Transfer Agent and Registrar, the Trustee shall appoint a successor Transfer Agent and Registrar. Upon surrender for registration of transfer of any Investor Certificate to the Trustee of any Series at the Corporate Trust Office any office or agency of the Trustee, or Transfer Agent and Registrar maintained for such other address or agency as may hereafter be provided to the Servicer in writing by the Trusteepurpose, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Investor Certificates of Authorized Denominationssuch Series in authorized denominations of like aggregate Undivided Interests. At the option of the Certificateholdersan Investor Certificateholder, Investor Certificates of any Series may be exchanged for other Investor Certificates in Authorized Denominations of the same Series and authorized denominations of like Certificate Principal Balance or Percentage Interest, as applicableUndivided Interests, upon surrender of the Investor Certificates to be exchanged at any such office or agency. Whenever any Investor Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, deliver the Investor Certificates which the Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Trustee or any Authenticating and the Transfer Agent and Registrar duly executed by, by the Holder Certificateholder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable No service charge may shall be made for any such registration of transfer or exchange or transfer of Investor Certificates, but the Transfer Agent and the Trustee Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Investor Certificates. All Investor Certificates surrendered for registration of transfer and exchange or transfer shall be cancelled by canceled and disposed of in a manner satisfactory to Seller and the Trustee or any Authenticating AgentTrustee.

Registration of Transfer and Exchange of Certificates. The Trustee shall cause to be kept at its Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee will initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. If a Person other than the Trustee is appointed by the Trustee as Certificate Registrar, such Person will give the Trustee prompt written notice of the location, and any change in the location, of the Certificate Register, and the Trustee shall have the right to inspect the Certificate Register at all reasonable times and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Trust shall cause Certificate Registrar by an Officer thereof as to be maintained at one the names and addresses of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name Holders of the Certificates and address the principal amounts and numbers of each Certificateholdersuch Certificates. Subject to such reasonable rules and regulations as the Trustee may prescribeSection 5.05 below, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, Trustee or such at any other address office or agency as may hereafter be provided to of the Servicer in writing by the TrusteeTrustee maintained for such purpose, the Trustee on behalf of the Trust shall execute, execute and the Trustee or any Authenticating Agent Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsthe same Class of a like aggregate Percentage Interest. At the option of the Certificateholders, Certificates each Certificate may be exchanged for other Certificates in Authorized Denominations of the same Class with the same and authorized denominations and a like Certificate Principal Balance or aggregate Percentage Interest, as applicable, upon surrender of the Certificates such Certificate to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of shall execute and cause the Trust shall execute, and the Trustee, or any Authenticating Agent, shall Certificate Registrar to authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Trustee) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable No service charge may to the Certificateholders shall be made for any such transfer or exchange or transfer of Certificates, and but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for transfer and exchange or transfer shall be cancelled destroyed by the Certificate Registrar. The Trustee will (or any Authenticating Agentwill cause the Certificate Registrar to) provide notice to the Trustee of each transfer of a Certificate, and will provide the Trustee and Master Servicer with an updated copy of the Certificate Register on January 1 and July 1 of each year (or at such other time as the Master Servicer may request).

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s 's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. (a) The Trustee on behalf of the Trust Certificate Registrar shall cause to be maintained kept at one of its offices or at its designated agent, the Corporate Trust Office a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Registrar shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee hereby appoints itself shall initially serve as Certificate Registrar for the initial Certificate Registrarpurpose of registering Certificates and transfers and exchanges of Certificates as herein provided. 101 Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the Trustee at foregoing paragraph and, in the Corporate Trust Office case of a Class R Certificate, upon satisfaction of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trusteeconditions set forth below, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsthe same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or authorized denominations and the same aggregate Percentage Interest, as applicableInterests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable service charge In addition, with respect to each Class R Certificate, the holder thereof may be made exchange, in the manner described above, such Class R Certificate for any three separate certificates, each representing such exchange or transfer of Certificatesholder's respective Percentage Interest in the Class R-1 Interest, the Class R-2 Interest and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge Class R-3 Interest, respectively, in each case that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled was evidenced by the Trustee or any Authenticating AgentClass R Certificate being exchanged.

Registration of Transfer and Exchange of Certificates. The Trustee shall cause to be kept at its Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee will initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. If a Person other than the Trustee is appointed by the Trustee as Certificate Registrar, such Person will give the Trustee prompt written notice of the location, and any change in the location, of the Certificate Register, and the Trustee shall have the right to inspect the Certificate Register at all reasonable times and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Trust shall cause Certificate Registrar by an Officer thereof as to be maintained at one the names and addresses of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name Holders of the Certificates and address the principal amounts and numbers of each Certificateholdersuch Certificates. Subject to such reasonable rules and regulations as the Trustee may prescribeSection 5.05 below, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, Trustee or such at any other address office or agency as may hereafter be provided to of the Servicer in writing by the TrusteeTrustee maintained for such purpose, the Trustee on behalf of the Trust shall execute, execute and the Trustee or any Authenticating Agent Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsthe same Class of a like aggregate Percentage Interest. At the option of the Certificateholders, Certificates each Certificate may be exchanged for other Certificates in Authorized Denominations of the same Class with the same and authorized denominations and a like Certificate Principal Balance or aggregate Percentage Interest, as applicable, upon surrender of the Certificates such Certificate to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of shall execute and cause the Trust shall execute, and the Trustee, or any Authenticating Agent, shall Certificate Registrar to authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Trustee) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable No service charge may to the Certificateholders shall be made for any such transfer or exchange or transfer of Certificates, and but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for transfer and exchange or transfer shall be cancelled destroyed by the Certificate Registrar. The Depositor will (or will cause the Certificate Registrar to) provide notice to the Trustee of each transfer of a Certificate, and will provide the Trustee and Master Servicer with an updated copy of the Certificate Register on January 1 and July 1 of each year (or any Authenticating Agentat such other time as the Master Servicer may request).

Registration of Transfer and Exchange of Certificates. (a) The Trustee on behalf of the Trust Certificate Registrar shall cause to be maintained kept at one of its offices or at its designated agent, the Corporate Trust Office a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Registrar shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee hereby appoints itself shall initially serve as Certificate Registrar for the initial Certificate Registrarpurpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the Trustee at foregoing paragraph and, in the Corporate Trust Office case of a Residual Certificate, upon satisfaction of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trusteeconditions set forth below, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsthe same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or authorized denominations and the same aggregate Percentage Interest, as applicableInterests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable service charge In addition, (i) with respect to each Class R Certificate, the holder thereof may be made exchange, in the manner described above, such Class R Certificate for any three separate certificates, each representing such exchange or transfer of Certificates, holder's respective Percentage Interest in the Class R-1 Interest and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge Class R-2 Interest, respectively, in each case that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled was evidenced by the Trustee or any Authenticating AgentClass R Certificate being exchanged and (ii) with respect to each Class R-X Certificate, the holder thereof may exchange, in the manner described above, such Class R-X Certificate for two separate certificates, each representing such holder's respective Percentage Interest in the Class R-3 Interest and the Class R-4 Interest, respectively, in each case that was evidenced by the Class R-X Certificate being exchanged.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of State Street Bank and Trust Company, N.A., 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is 112 entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agentCertificate Registrar, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.0610.5. The Trustee hereby appoints itself LaSalle Bank National Association as the initial Certificate Registrar. The Trustee may appoint an Eligible Institution to act as its agent in order to delegate to such Eligible Institution its duties as Certificate Registrar under this Agreement. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate office of First Trust Office of the TrusteeNew York, National Association, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxx, or such other address or agency as may hereafter be provided to the Certificate Administrator, if any, and the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee or an Authenticating Agent may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled canceled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust Securities Administrator shall cause to be maintained at one of its offices or kept at its designated agent, Corporate Trust Office a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Securities Administrator shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator will initially serve as Certificate Register shall be amended from time Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Securities Administrator may appoint any other Person to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant act as Certificate Registrar hereunder. Subject to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon 5.05, upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, Securities Administrator or such at any other address office or agency as may hereafter be provided to of the Servicer in writing by the TrusteeSecurities Administrator maintained for such purpose, the Trustee on behalf of the Trust Securities Administrator shall execute, execute and the Trustee or any Authenticating Agent Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsthe same Class of a like aggregate Percentage Interest. At the option of the Certificateholders, Certificates each Certificate may be exchanged for other Certificates in Authorized Denominations of the same Class with the same and authorized denominations and a like Certificate Principal Balance or aggregate Percentage Interest, as applicable, upon surrender of the Certificates such Certificate to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of Securities Administrator shall execute and cause the Trust shall execute, and the Trustee, or any Authenticating Agent, shall Certificate Registrar to authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Securities Administrator) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Trustee or any Authenticating Agent and Securities Administrator duly executed by, the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable No service charge may to the Certificateholders shall be made for any such transfer or exchange or transfer of CertificatesCertificates (except as provided in the Exchange Agreement), and but the Trustee Securities Administrator may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for transfer and exchange or transfer shall be cancelled destroyed by the Trustee or any Authenticating AgentCertificate Registrar. The Securities Administrator will cause the Certificate Registrar (unless the Securities Administrator is acting as Certificate Registrar) to provide notice to the Securities Administrator of each transfer of a Certificate, and the Certificate Registrar will provide the Securities Administrator with an updated copy of the Certificate Register on January 1 and July 1 of each year.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agentCertificate Registrar, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.0610.5. The Trustee hereby appoints itself as the initial Certificate Registrar. The Trustee may appoint an Eligible Institution to act as its agent in order to delegate to such Eligible Institution its duties as Certificate Registrar under this Agreement Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate office of First Trust Office of the TrusteeNew York, National Association, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000, Attention: Xxxxx Xxxxxxxx, or such other address or agency as may hereafter be provided to the Certificate Administrator, if any, and the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee or an Authenticating Agent may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. Upon the transfer of a Class Certificate each transferee that purchases a Class A Certificate with the assets of one or more Plans shall be deemed to represent that each such Plan qualifies as an "accredited investor" as defined in Rule 501(a)(1) of Regulation D under the Securities act. If at any time the Class A Certificates fail to receive a rating from any of S&P or Fitch that is one of the three highest generic rating categories for that respective rating agency, then such Class A Certificate shall not thereafter be eligible for transfer to a Plan, and each transferee shall be deemed to represent that it is not purchasing or holding its Class A Certificate with plan assets of a Plan. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. (a) The Trustee on behalf of the Trust Certificate Registrar shall cause to be maintained kept at one of its offices or at its designated agent, the Corporate Trust Office a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Registrar shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee hereby appoints itself shall initially serve as Certificate Registrar for the initial Certificate Registrarpurpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the Trustee at foregoing paragraph and, in the Corporate Trust Office case of a Class R Certificate, upon satisfaction of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trusteeconditions set forth below, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsthe same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or authorized denominations and the same aggregate Percentage Interest, as applicableInterests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable service charge In addition, with respect to each Class R Certificate, the holder thereof may be made exchange, in the manner described above, such Class R Certificate for any three separate certificates, each representing such exchange or transfer of Certificates, holder's respective Percentage Interest in the Class R-1 Interest and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge Class R-2 Interest, respectively, in each case that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled was evidenced by the Trustee or any Authenticating AgentClass R Certificate being exchanged.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of U.S. Bank National Association, U.S. Bank Trust New York, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Pass Through Trustee on behalf of the Trust shall cause to be kept at the Corporate Trust Office or the office or agency to be maintained at one by it in accordance with the provisions of its offices or at its designated agentSection 7.12 a register (the "Register") in which, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Pass Through Trustee shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06Certificates and of transfers and exchanges of Certificates as herein provided. The Pass Through Trustee hereby appoints itself shall initially be the registrar (the "Registrar") for the purpose of registering Certificates and transfers and exchanges of Certificates as the initial Certificate Registrarherein provided. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address office or agency as may hereafter be provided to the Servicer in writing by the Trusteeagency, the Pass Through Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of Authorized Denominationsa like aggregate Fractional Undivided Interest. At the option of the Certificateholdersa Certificateholder, Certificates may be exchanged for other Certificates in Authorized Denominations of authorized denominations of a like Certificate Principal Balance or Percentage aggregate Fractional Undivided Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Pass Through Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, deliver the Certificates which that the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Pass Through Trustee or any Authenticating Agent and the Registrar duly executed by, by the Holder Certificateholder thereof or such Xxxxxx’s its attorney duly authorized in writing. A reasonable No service charge may shall be made to a Certificateholder for any such registration of transfer or exchange or transfer of Certificates, and but the Pass Through Trustee may shall require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for registration of transfer and exchange or transfer shall be cancelled canceled and subsequently destroyed by the Pass Through Trustee. The Pass Through Trustee or any Authenticating Agentshall provide the Company with written certification as to the destruction of all such Certificates.

Registration of Transfer and Exchange of Certificates. The (a) Trustee on behalf of the Trust shall cause to be kept at the office or agency to be maintained at one by a transfer agent and registrar (the "Transfer Agent and Registrar"), in accordance with the provisions of its offices or at its designated agentSection 11.16, a register (the "Certificate Register Register") in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Transfer Agent and Registrar shall provide for the registration of the Investor Certificates of each Series (unless otherwise provided in the related Supplement) and of transfers and exchanges of the Investor Certificates as herein provided. Trustee is the initial Transfer Agent and Registrar. If any Investor Certificate Register is issued as a Global Certificate, Trustee may, or if and so long as any Series of Investor Certificates are listed on the Luxembourg Stock Exchange and such exchange shall so require, Trustee shall appoint a co-transfer agent and co-registrar in Luxembourg or another European city. Any reference in this Agreement to the Transfer Agent and Registrar shall include any co-transfer agent and co-registrar unless the context otherwise requires. Trustee shall be amended from time permitted to time by resign as Transfer Agent and Registrar upon 30 days' written notice to Servicer. In the event that Trustee or its agent to reflect notice of any changes received by shall no longer be the Transfer Agent and Registrar, Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate shall appoint a successor Transfer Agent and Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office any office or agency of the TrusteeTransfer Agent and Registrar, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of the Trust Transferor shall execute, subject to the provisions of subsection 6.3(c), and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of Authorized Denominationslike aggregate Undivided Interests; provided, that the provisions of this paragraph shall not apply to Bearer Certificates. At the option of the Certificateholdersan Investor Holder, Investor Certificates may be exchanged for other Investor Certificates of the same Series in Authorized Denominations authorized denominations of like Certificate Principal Balance or Percentage Interest, as applicableaggregate Undivided Interests, upon surrender of the Investor Certificates to be exchanged at any such office or agency. At the option of any Holder of Registered Certificates, Registered Certificates may be exchanged for other Registered Certificates of the same Series in authorized denominations of like aggregate Undivided Interests in the Trust, upon surrender of the Registered Certificates to be exchanged at any office or agency of the Transfer Agent and Registrar maintained for such purpose. At the option of a Holder of a Bearer Certificate, subject to applicable laws and regulations (including the Bearer Rules), Bearer Certificates may be exchanged for other Bearer Certificates or Registered Certificates of the same Series in authorized denominations of like aggregate Undivided Interests in the Trust, in the manner specified in the Supplement for such Series, upon surrender of the Bearer Certificates to be exchanged at an office or agency of the Transfer Agent and Registrar located outside the United States. Each Bearer Certificate surrendered pursuant to this Section 6.3 shall have attached thereto (or be accompanied by) all unmatured Coupons, provided that any Bearer Certificate so surrendered after the close of business on the Record Date preceding the relevant Distribution Date after the related Series Termination Date need not have attached the Coupons relating to such Distribution Date. Whenever any Investor Certificates of any Series are so surrendered for exchange, the Trustee on behalf of the Trust Transferor shall execute, and the Trustee, or any Authenticating Agent, Trustee shall authenticate and (unless the Transfer Agent and Registrar is different than Trustee, in which case the Transfer Agent and Registrar shall) deliver, the Investor Certificates of such Series which the Certificateholder Holder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to Trustee and the Trustee or any Authenticating Transfer Agent and Registrar duly executed by, by the Holder thereof or such Xxxxxx’s attorney his attorney-in-fact duly authorized in writing. A reasonable The preceding provisions of this Section 6.3 notwithstanding, Trustee or the Transfer Agent and Registrar, as the case may be, shall not be required to register the transfer of or exchange any Investor Certificate of any Series for a period of 15 days preceding the due date for any payment with respect to the Investor Certificates of such Series. Unless otherwise provided in the related Supplement, no service charge may shall be made for any such registration of transfer or exchange or transfer of Certificates, but the Transfer Agent and the Trustee Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Investor Certificates (together with any Coupons attached to Bearer Certificates) surrendered for registration of transfer and exchange or transfer shall be cancelled canceled by the Transfer Agent and Registrar and disposed of in a manner satisfactory to Trustee. Trustee shall cancel and destroy the Global Certificates upon its exchange in full for Definitive Certificates and shall deliver a certificate of destruction to Transferor. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency to the effect referred to in Section 6.13 was received with respect to each portion of the Global Certificate exchanged for Definitive Certificates. Transferor shall execute and deliver to Trustee or any Authenticating Agentthe Transfer Agent and Registrar, as applicable, Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to enable Trustee to fulfill its responsibilities under this Agreement and the Certificates.

Registration of Transfer and Exchange of Certificates. (a) The Trustee on behalf of the Trust Certificate Registrar shall cause to be maintained kept at one of its offices or at its designated agent, the Corporate Trust Office a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Registrar shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee hereby appoints itself shall initially serve as Certificate Registrar for the initial Certificate Registrarpurpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the Trustee at foregoing paragraph and, in the Corporate Trust Office case of a Residual Certificate, upon satisfaction of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trusteeconditions set forth below, the Trustee on 105 behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsthe same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or authorized denominations and the same aggregate Percentage Interest, as applicableInterests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable service charge In addition, with respect to each Residual Certificate, the holder thereof may be made exchange, in the manner described above, such Class R Certificate for any two separate certificates, each representing such exchange or transfer of Certificates, holder's respective Percentage Interest in the Class R-1 Interest and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge Class R-2 Interest that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled was evidenced by the Trustee or any Authenticating AgentClass R Certificate being exchanged.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer Certificate Administrator in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agentCertificate Registrar, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.0610.5. The Trustee hereby appoints itself LaSalle Bank National Association as the initial Certificate Registrar. The Trustee may appoint an Eligible Institution to act as its agent in order to delegate to such Eligible Institution its duties as Certificate Registrar under this Agreement. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate office of First Trust Office of the TrusteeNew York, National Association, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000, Attention: Xxxxx Xxxxxxxx, or such other address or agency as may hereafter be provided to the Certificate Administrator, if any, and the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee (or any Authenticating Agent Agent) shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee or an Authenticating Agent may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled canceled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, maintain a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Trustee shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself Certif icates and of transfers and exchanges of Certificates as the initial Certificate Registrarherein provided. Upon surrender for registration of transfer of any Certificate to at the office of the Trustee at the Corporate Trust Office of the Trustee, or maintained for such other address or agency as may hereafter be provided to the Servicer in writing by the Trusteepurpose, the Trustee on behalf of the Trust shall execute, execute and the Trustee or any the Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsa like aggregate initial Certificate Principal Balance. Every Certificate surrendered for transfer shall be accompanied by notification of the account of the designated transferee or transferees for the purpose of receiving distributions pursuant to Section 4.01 by wire transfer, if any such transferee desires and is eligible for distribution by wire transfer. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of authorized denominations of a like aggregate initial Certificate Principal Balance or Percentage Interest, as applicableBalance, upon surrender of the Certificates to be exchanged at any such the office or agencyof the Certificate Registrar. Whenever any Certificates are so surrendered for exchange, exchange the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument instru ment of transfer in the form satisfactory to the Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable No service charge may shall be made to the Certificateholders for any such transfer or exchange or transfer of Certificates, and but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of CertificatesCerti ficates. All Certificates surrendered for transfer and exchange or transfer shall be cancelled canceled and retained by the Trustee or any Authenticating Agentin accordance with the Trustee's standard procedures.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained at one of its offices or at its designated agentpursuant to Section 3.10, a Certificate Register in which there which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall (i) provide for the registration of the Certificates and of transfers and exchanges of the Certificates as herein provided and (ii) record the Percentage Interest evidenced by each Certificate. Wilmington Trust Company shall be recorded the initial Certificate Registrar. If requested, the Certificate Registrar shall provide the Indenture Trustee with the name and address of each Certificateholderthe Certificateholders on the Closing Date. Subject to such reasonable rules and regulations as Upon any transfers of the Trustee may prescribeCertificates, the Certificate Register Registrar shall be amended from time to time notify the Indenture Trustee of the name and address of the transferee in writing, by facsimile, on the Trustee or its agent to reflect notice day of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrarsuch transfer. Upon surrender for registration of transfer of any a Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address office or agency as may hereafter be provided maintained pursuant to the Servicer in writing by the TrusteeSection 3.10, the Certificate Registrar or the Owner Trustee on behalf of the Trust shall execute, authenticate and the Trustee deliver (or any Authenticating Agent shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee transferee, a new Certificate dated the date of authentication by the Certificate Registrar, the Owner Trustee or transferees, one or more new Certificates of Authorized Denominationsany authenticating agent. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender All such transfers of the Certificates will only be made to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf an Affiliate of the Trust shall execute, and the Trustee, Depositor or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receivea Qualified Institutional Buyer. Every A Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar and accompanied by IRS Form W-9 (or successor form) or IRS Form W-8 BEN-E (or other applicable IRS Form W‑8, not including IRS Form W-8ECI, or IRS Form W-8IMY with any Authenticating Agent IRS Forms W-8ECI attached), and such other documentation as may be reasonably required by the Owner Trustee in order to comply with Applicable Anti-Money Laundering Law, each in form satisfactory to the Owner Trustee and the Certificate Registrar, duly executed by, by the Holder thereof applicable Certificateholder or such Xxxxxx’s his attorney duly authorized in writing, and, at the Certificate Registrar’s request, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Certificate Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. A reasonable Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder. No service charge may shall be made for any such registration of transfer or exchange or transfer of the Certificates, and but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of the Certificates. All Certificates surrendered for exchange The transferee of a Certificate acknowledges that it is deemed to represent that, as a result of its own activities separate from those of the Issuer, it would not be required to treat income from the Certificate as effectively connected to a United States trade or transfer business of a person that is not U.S. person (within the meaning of Section 7701(a)(30) of the Code), and it further acknowledges that this Agreement provides that no holder of a Certificate shall be cancelled by provide the Owner Trustee or Certificate Registrar with either an IRS Form W-8ECI (or successor form) or an IRS Form W-8IMY (or successor form) to which an IRS Form W-8ECI (or successor form) is attached (either directly or as part of another form attached to such IRS Form W-8IMY). No portion of a Certificate or any Authenticating Agentinterest therein may be transferred, directly or indirectly, to any Person which would provide an IRS Form W‑8ECI or IRS Form W‑8IMY with an attached IRS Form W‑8ECI in response to the withholding requirements of the Code. Each holder of a Certificate (or a beneficial interest therein), by acceptance of such Certificate or such interest in such Certificate (A) either (I) is not and will not become for U.S. federal income tax purposes a Flow-Through Entity or (II) if it is or becomes a Flow-Through Entity, then (1) none of the direct or indirect beneficial owners of any of the interests in such Flow-Through Entity has or ever will have more than 50% of the value of its interest in such Flow-Through Entity attributable to the interest of such Flow-Through Entity in the Class E Notes, the Class F Notes and the Certificates and (2) it is not and will not be a principal purpose of the arrangement involving the investment of such Flow-Through Entity in any Certificate to permit any partnership to satisfy the 100 partner limitation of section 1.7704-1(h)(1)(ii) of the Treasury Regulations necessary for such partnership not to be classified as a publicly traded partnership under the Code, (B) it will not sell, assign, transfer, pledge or otherwise convey any participating interest in any Certificate or any financial instrument or contract the value of which is determined by reference in whole or in part to any Note, (C) it is not acquiring and will not sell, transfer, assign, participate, pledge or otherwise dispose of any Certificate (or interest therein) or cause any Certificate (or interest therein) to be marketed on or through an “established securities market” within the meaning of Section 7704(b) of the Code, including, without limitation, an interdealer quotation system that regularly disseminates firm buy or sell quotations and (D) it does not and will not beneficially own a Certificate (or any beneficial interest therein) in an amount that is less than the minimum denomination for such Certificate. No holder of a Certificate shall acquire, sell, transfer, assign, participate, pledge, or dispose of any Certificate (or interest therein) if such acquisition, sale, transfer, assignment, participation, pledge or disposition is through, or would cause any Certificate (or interest therein) to be marketed on or through, an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall maintain, or cause to be maintained at one in accordance with the provisions of its offices or at its designated agentSection 5.06 hereof, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Registrar named in the Reference Agreement shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself Certificates and of transfers and exchanges of Certificates as the initial Certificate Registrarherein provided. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the TrusteeCertificate, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in like aggregate interest in the Trust Fund and of Authorized Denominationsthe same Class. At the option of the Certificateholdersa Certificateholder, Certificates may be exchanged for other Certificates of the same aggregate interest in Authorized Denominations the Trust Fund and of like Certificate Principal Balance or Percentage Interest, as applicablethe same Class, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust Depositor shall execute, execute and the Trustee, or any Authenticating Agent, Trustee shall authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, by the Holder holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable No service charge may shall be made for any such registration of transfer or exchange or transfer of Certificates, and but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for registration of transfer and exchange or transfer shall be cancelled and subsequently destroyed by the Trustee or any Authenticating Agentor, at its direction, by the Certificate Registrar. Unless otherwise specified in the Reference Agreement, the Certificate Registrar will provide the Master Servicer not later than the 15th Business Day next preceding the Distribution Date the names and addresses of the Certificateholders as of the Record Date and the interest of each of them in the Trust Fund.

Registration of Transfer and Exchange of Certificates. (a) The Trustee on behalf of the Trust Certificate Registrar shall cause to be maintained kept at one of its offices or at its designated agent, the Corporate Trust Office a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Registrar shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee hereby appoints itself Trust Administrator shall initially serve as Certificate Registrar for the initial Certificate Registrarpurpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or Certificate Registrar maintained for such other address or agency as may hereafter be provided purpose pursuant to the Servicer foregoing paragraph which office shall initially be the Corporate Trust Office of the Trust Administrator for certificate transfer and surrender purposes, and, in writing by the Trusteecase of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trustee Trust Administrator on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsthe same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or authorized denominations and the same aggregate Percentage Interest, as applicableInterests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee or the Trust Administrator shall execute on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Trustee, the Trust Administrator or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent Trustee, the Trust Administrator and the Certificate Registrar duly executed by, the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable service charge In addition, with respect to each Class R Certificate, the holder thereof may be made exchange, in the manner described above, such Class R Certificate for any two separate certificates, each representing such exchange or transfer of Certificates, holder's respective Percentage Interest in the Class R-1 Interest and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge Class R-2 Interest that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled was evidenced by the Trustee or any Authenticating AgentClass R Certificate being exchanged.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained at one of its offices or at its designated agentpursuant to Section 3.8, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, Owner Trustee shall provide for the Certificate Register registration of Certificates and of transfers and exchanges of Certificates as herein provided. ______________________ shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address office or agency as may hereafter be provided maintained pursuant to the Servicer in writing by the TrusteeSection 3.8, the Owner Trustee on behalf of the Trust shall execute, authenticate and the Trustee deliver (or any Authenticating Agent shall cause ___________________ as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of Authorized Denominationsa like class and aggregate face amount dated the date of authentication by Owner Trustee or any authenticating agent. At the option of the Certificateholdersa Holder, Certificates may be exchanged for other Certificates of the same class in Authorized Denominations authorized denominations of a like Certificate Principal Balance or Percentage Interest, as applicable, aggregate amount upon surrender of the Certificates to be exchanged at any such the office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled agency maintained pursuant to receiveSection 3.8. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee or any Authenticating Agent and Certificate Registrar duly executed by, by the Holder thereof Certificateholder or such Xxxxxx’s his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange, a commercial bank or trust company or an "eligible guarantor institution" with membership or participation in STAMP or such other "signature guarantee program" as may be determined by Certificate Registrar in addition to, or substitution for, STAMP, all in accordance with the Exchange Act. A reasonable Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by Owner Trustee or Certificate Registrar in accordance with its customary practice. No service charge may shall be made for any such registration of transfer or exchange or transfer of Certificates, and the but Owner Trustee or Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All The preceding provisions of this Section 3.4 notwithstanding, Owner Trustee shall not make and the Certificate Registrar need not register any transfer or exchange of Certificates surrendered for exchange or transfer shall be cancelled by a period of fifteen (15) days preceding any Distribution Date for any payment with respect to the Trustee or any Authenticating AgentCertificates.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of U.S. Bank National Association, U.S. Bank Trust New York, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000, Attention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such XxxxxxHolder’s attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. (a) The Trustee on behalf of the Trust Certificate Registrar shall cause to be maintained kept at one of its offices or at its designated agent, the Corporate Trust Office a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Registrar shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee hereby appoints itself shall initially serve as Certificate Registrar for the initial Certificate Registrarpurpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the Trustee at foregoing paragraph and, in the Corporate Trust Office case of a Residual Certificate, upon satisfaction of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trusteeconditions set forth below, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsthe same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or authorized denominations and the same aggregate Percentage Interest, as applicableInterests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable service charge In addition, with respect to each Class R Certificate, the holder thereof may be made exchange, in the manner described above, such Class R Certificate for any two separate certificates, each representing such exchange or transfer of Certificates, holder's respective Percentage Interest in the Class R-1 Interest and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge Class R-2 Interest that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled was evidenced by the Trustee or any Authenticating AgentClass R Certificate being exchanged.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agentCertificate Registrar, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.0610.5. The Trustee hereby appoints itself LaSalle Bank National Association as the initial Certificate Registrar. The Trustee may appoint an Eligible Institution to act as its agent in order to delegate to such Eligible Institution its duties as Certificate Registrar under this Agreement. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate office of First Trust Office of the TrusteeNew York, National Association, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, or such other address or agency as may hereafter be provided to the Certificate Administrator, if any, and the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee (or any Authenticating Agent Agent) shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee or an Authenticating Agent may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled canceled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Certificate Trustee on behalf of the Trust shall cause to be kept at the office or agency to be maintained at one by it in accordance with the provisions of its offices or at its designated agentSection 6.11 a register (the "Register") in which, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Trustee shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Trustee hereby appoints itself shall initially be the registrar (the "Registrar") for the purpose of registering Certificates and transfers and exchanges of Certificates as the initial Certificate Registrarherein provided. Upon Subject to this Section 3.04, upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address office or agency as may hereafter be provided to the Servicer in writing maintained by the Certificate Trustee in accordance with Section 6.11, the Certificate Trustee, the Trustee on behalf of the Trust Trust, shall execute, and the Certificate Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transfereestransferee, one or more new Certificates (of Authorized Denominationsthe same Series or Class as the Certificates surrendered for registration of transfer) in authorized denominations of a like aggregate Original Principal Amount; provided, however, -------- ------- that if any such surrendered Certificate shall have become or within seven days shall be due and payable or shall have been called for redemption, instead of issuing a replacement Certificate, the Certificate Trustee may pay such surrendered Certificate when so due and payable or upon the Special Distribution Date without surrender thereof. At the option of the Certificateholdersa Certificateholder, Certificates may be exchanged for other Certificates in Authorized Denominations (of the same Series or Class as the Certificates surrendered for registration of exchange) of authorized denominations of a like Certificate aggregate Original Principal Balance or Percentage Interest, as applicableAmount, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee Certificate Trustee, on behalf of the Trust Trust, shall execute, and the Trustee, or any Authenticating Agent, Certificate Trustee shall authenticate and deliver, deliver the Certificates which that the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Certificate Trustee or any Authenticating Agent and the Registrar duly executed by, by the Holder Certificateholder thereof or such Xxxxxx’s its attorney duly authorized in writing. A reasonable No service charge may shall be made to a Certificateholder for any such registration of transfer or exchange or transfer of Certificates, and but the Certificate Trustee may shall require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for registration of transfer or exchange or transfer shall be cancelled canceled and subsequently destroyed by the Certificate Trustee or any Authenticating Agentin accordance with its customary practices.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust Certificate Registrar shall cause to be maintained at one of its offices or kept at its designated agent, Corporate Trust Office a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Registrar shall be amended from time to time by provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in the Trust Agreement. The Certificate Registrar designated in the related Trust Agreement shall initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as provided in the Trust Agreement. Upon any resignation of any Certificate Registrar, the Trustee or its agent to reflect notice shall promptly appoint, with the consent of any changes received by the Trustee or its agent pursuant to Section 10.06Certificate Insurer (unless a Certificate Insurer Default exists) a successor or, in the absence of such appointment, shall assume the duties of Certificate Registrar. The Trustee hereby appoints itself shall have no liability or responsibility for any act or omission to act of any Certificate Registrar (unless the Trustee is then serving as the initial such Certificate Registrar) appointed pursuant to the terms of the related Trust Agreement. Upon The Certificate Registrar shall be entitled to the same rights, privileges and immunities accorded the Trustee pursuant to Article VIII hereof. Subject to Section 5.05 hereof, upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, Certificate Registrar or such at any other address office or agency as may hereafter be provided to of the Servicer in writing by the TrusteeCertificate Registrar maintained for such purpose, the Trustee on behalf of the Trust shall execute, execute and the Trustee or any Authenticating Agent Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsthe same Class of a like aggregate Percentage Interest. At the option of the Certificateholders, Certificates each Certificate may be exchanged for other Certificates in Authorized Denominations of the same Class with the same and authorized denominations and a like Certificate Principal Balance or aggregate Percentage Interest, as applicable, Interest upon surrender of the Certificates such Certificate to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of shall execute and cause the Trust shall execute, and the Trustee, or any Authenticating Agent, shall Certificate Registrar to authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Trustee or any Authenticating Agent and Certificate Registrar duly executed by, the Holder thereof of such Certificate or such Xxxxxx’s his attorney duly authorized in writing. A reasonable No service charge may to the Certificateholders shall be made for any such transfer or exchange or transfer of Certificates, and but the Trustee Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for transfer and exchange or transfer shall be cancelled destroyed by the Certificate Registrar. The Certificate Registrar shall provide notice to the Trustee or of each transfer of a Certificate and shall provide the Trustee and the Master Servicer with an updated copy of the Certificate Register on January 1 and July 1 of each year. If the Trustee shall not at any Authenticating Agenttime be acting as the Certificate Registrar, the Trustee shall have the right to inspect such Certificate Register at all reasonable times and to rely conclusively upon a certificate of the Certificate Registrar as to the names and addresses of the Certificateholders and the Percentage Interests held by each.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained at one of its offices or at its designated agentpursuant to Section 3.8, a Certificate Register in which there which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Bankers Trust Company shall be recorded the initial Certificate Registrar. The Certificate Registrar shall provide the Trust Collateral Agent with a list of the names and addresses of the Certificateholders on the Closing Date in the form which such information is provided to the Certificate Registrar. Upon any transfers of Certificates, the Certificate Registrar shall notify the Trust Collateral Agent of the name and address of each Certificateholder. Subject to the transferee in writing, by facsimile, on the day of such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrartransfer. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address office or agency as may hereafter be provided maintained pursuant to the Servicer in writing by the TrusteeSection 3.8, the Owner Trustee on behalf of the Trust shall execute, authenticate and the Trustee deliver (or any Authenticating Agent shall cause Bankers Trust Company as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of Authorized Denominationsa like class and aggregate face amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of the Certificateholdersa Holder, Certificates may be exchanged for other Certificates of the same class in Authorized Denominations authorized denominations of a like Certificate Principal Balance or Percentage Interest, as applicable, aggregate amount upon surrender of the Certificates to be exchanged at any such the office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled agency maintained pursuant to receiveSection 3.8. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, by the Holder thereof Certificateholder or such Xxxxxx’s his attorney duly authorized in writing, with such signature guaranteed by an "eligible guarantor institution" meeting the requirements of the Certificate Registrar, which requirements include membership or participation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. A reasonable Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge may shall be made for any such registration of transfer or exchange or transfer of Certificates, and but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall Certificate Registrar will keep or cause to be kept, at the office or agency maintained at one of its offices or at its designated agentpursuant to Section 3.7, a Certificate Register in which there shall which, subject to such reasonable regulations as it may prescribe, the Owner Trustee will provide for the registration of the Certificates and of transfers and exchanges of the Certificates as herein provided. The Owner Trustee will be recorded the initial Certificate Registrar. The initial Certificateholder will provide the Certificate Registrar and the Indenture Trustee with its name and address on the Closing Date. Upon any transfers of a Certificate, the Certificate Registrar will notify the Indenture Trustee of the name and address of each Certificateholder. Subject to transferee in writing, by facsimile, on the day of such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrartransfer. Upon surrender for registration of transfer of any a Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address office or agency as may hereafter be provided maintained pursuant to the Servicer in writing by the TrusteeSection 3.7, the Owner Trustee on behalf of the Trust shall will execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transfereestransferee, one or more a new Certificates Certificate dated the date of Authorized Denominations. At authentication by the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receiveauthenticating agent. Every A Certificate presented or surrendered for registration of transfer shall be duly endorsed by, or exchange will be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, by the Holder thereof Certificateholder or such Xxxxxx’s his attorney duly authorized in writing. A reasonable Each Certificate surrendered for registration of transfer or exchange will be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge may will be made for any such registration of transfer or exchange of a Certificate, but the Owner Trustee or transfer of Certificates, and the Trustee Certificate Registrar may require payment of a sum sufficient to cover any expense, tax or governmental charge that may be imposed in connection with any transfer or exchange of a Certificate. To the fullest extent permitted by applicable law, no sale, pledge or other transfer of a Certificate will be made unless (a) such sale, pledge or other transfer (i) is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) such sale, pledge or other transfer is made to a Person that is a "qualified institutional buyer" as defined in Rule 144A under the Securities Act, (b) such sale, pledge or other transfer will not cause the Trust to be treated as a publicly traded partnership taxable as a corporation for federal income tax purposes, and (c) such sale, pledge or other transfer is made to a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and who has delivered to the Owner Trustee satisfactory evidence thereof. Each prospective purchaser of a Certificate after the Closing Date will deliver a completed and duly executed transferee's certificate (in the form of Exhibit C for "qualified institutional buyers"), to the Owner Trustee and to the transferor for inspection prior to effecting any requested transfer. The Issuer and the Owner Trustee may rely conclusively upon the information contained in any such transferee's certificate in the absence of knowledge to the contrary. In connection with any transfer (other than the purchase of any Certificate by a purchaser who delivers a transferee's certificate in the form of Exhibit C), the Owner Trustee will require an Opinion of Counsel to the effect that such transfer may be effected without registration under the Securities Act, which Opinion of Counsel, if so required, will be addressed to the Issuer and the Owner Trustee and will be secured at the expense of the Holder. The Owner Trustee may rely upon the representation of any transferee made to the Owner Trustee, and upon such Opinion of Counsel, and will be fully protected in so doing. Any Certificateholders will be deemed to have agreed to these restrictions on transfer. In order to preserve the exemption for resales and transfers provided by Rule 144A under the Securities Act, the Issuer will provide to any Certificateholder and any prospective purchaser designated by such Certificateholder, upon request of such Certificateholder or such prospective purchaser, such information required by Rule 144A as will enable the resale of such Certificate to be made pursuant to Rule 144A. The Owner Trustee will cooperate with the Issuer in providing the Issuer such information in its possession regarding the Certificates, the Receivables and other matters regarding the Certificates as the Issuer will reasonably request to meet its obligations under the preceding sentence. All At the option of a Holder, a Certificate may be exchanged for one or more other Certificates of authorized denominations of a like aggregate beneficial interest in the Trust upon surrender of the Certificate to be exchanged at the Corporate Trust Office maintained pursuant to Section 3.7. Whenever any Certificates are so surrendered for exchange exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver one or transfer shall be cancelled more Certificates dated the date of authentication by the Owner Trustee or any Authenticating Agentauthenticating agent. Such Certificates shall be delivered to the Holder making the exchange.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate office of First Trust Office of the TrusteeNew York, National Association, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000, Attention: Xxxxx Xxxxxxxx, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agentCertificate Registrar, a Certificate 77 Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.0610.5. The Trustee hereby appoints itself LaSalle Bank National Association as the initial Certificate Registrar. The Trustee may appoint an Eligible Institution to act as its agent in order to delegate to such Eligible Institution its duties as Certificate Registrar under this Agreement. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate office of First Trust Office of the TrusteeNew York, National Association, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxx, or such other address or agency as may hereafter be provided to the Certificate Administrator, if any, and the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee (or any Authenticating Agent Agent) shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee or an Authenticating Agent may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled canceled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Owner Trustee on behalf of the Trust shall keep or cause to be maintained kept, at one of its offices or at its designated agentthe Corporate Trust Office, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Owner Trustee shall be amended from time provide for the registration of Certificates and of transfers and exchanges of Certificates subject to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrarrestrictions provided herein. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the TrusteeOffice, the Owner Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate authenticate, and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of Authorized Denominations. At a like aggregate amount dated the option date of authentication by the CertificateholdersOwner Trustee, Certificates may be exchanged for other Certificates in Authorized Denominations provided, however, that registration of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender transfer of the Certificates may not be effected unless (A) the Owner Trustee receives an Opinion of Counsel, satisfactory to it, to the effect that (i) such transfer may be exchanged at any made in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, and (ii) such office or agency. Whenever any Certificates are so surrendered for exchange, transfer will not adversely affect the Trustee on behalf tax treatment of the Trust or the Notes; (B) the Insurer has consented to such transfer and (C) the Rating Agency Condition shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled have been satisfied with respect to receivesuch transfer. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee or any Authenticating Agent and duly executed by, by the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable Each Certificate surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Owner Trustee. No service charge may shall be made for any such registration of transfer or exchange or transfer of Certificates, and but the Owner Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agentCertificate Registrar, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.0610.5. The Trustee hereby appoints itself LaSalle Bank National Association as the initial Certificate Registrar. The Trustee may appoint an Eligible Institution to act as its agent in order to delegate to such Eligible Institution its duties as Certificate Registrar under this Agreement. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate office of First Trust Office of the TrusteeNew York, National Association, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000, Attention: Xxxxx Xxxxxxxx, or such other address or agency as may hereafter be provided to the Certificate Administrator, if any, and the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee or an Authenticating Agent may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled canceled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee shall cause to be kept at its Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee will initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. If a Person other than the Trustee is appointed by the Trustee as Certificate Registrar, such Person will give the Trustee prompt written notice of the location, and any change in the location, of the Certificate Register, and the Trustee shall have the right to inspect the Certificate Register at all reasonable times and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Trust shall cause Certificate Registrar by an Officer thereof as to be maintained at one the names and addresses of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name Holders of the Certificates and address the principal amounts and numbers of each Certificateholdersuch Certificates. Subject to such reasonable rules and regulations as the Trustee may prescribeSection 5.05 below, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, Trustee or such at any other address office or agency as may hereafter be provided to of the Servicer in writing by the TrusteeTrustee maintained for such purpose, the Trustee shall execute on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsthe same Class of a like aggregate Percentage Interest. At the option of the Certificateholders, Certificates each Certificate may be exchanged for other Certificates in Authorized Denominations of the same Class with the same and authorized denominations and a like Certificate Principal Balance or aggregate Percentage Interest, as applicable, upon surrender of the Certificates such Certificate to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Trustee) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable No service charge may to the Certificateholders shall be made for any such transfer or exchange or transfer of Certificates, and but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained at one of its offices or at its designated agentpursuant to Section 11.07, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Trustee shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee hereby appoints itself as shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the TrusteeOffice, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate authenticate, and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of Authorized Denominationsa like aggregate amount dated the date of authentication by the Trustee, provided, however, that registration of transfer of the Class IC Certificate may not be effected unless (A) the Trustee receives an Opinion of Counsel, satisfactory to it, to the effect that (i) such transfer may be made in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, and (ii) such transfer will not adversely affect the tax treatment of the Trust or the Certificates; (B) the Surety Bond Issuer has consented to such transfer and (C) the Rating Agency Condition shall have been satisfied with respect to such transfer. At the option of the Certificateholdersa Holder, Certificates may be exchanged for other Certificates in Authorized Denominations of authorized denominations of a like Certificate Principal Balance or Percentage Interest, as applicable, aggregate amount upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Corporate Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receiveOffice. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, by the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable Each Certificate surrendered for registration of transfer and exchange shall be cancelled and subsequently destroyed by the Trustee. No service charge may shall be made for any such registration of transfer or exchange or transfer of Certificates, and but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained at one of its offices or at its designated agentpursuant to Section 3.8, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, Owner Trustee shall provide for the Certificate Register registration of Certificates and of transfers and exchanges of Certificates as herein provided. ______________________ shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address office or agency as may hereafter be provided maintained pursuant to the Servicer in writing by the TrusteeSection 3.8, the Owner Trustee on behalf of the Trust shall execute, authenticate and the Trustee deliver (or any Authenticating Agent shall cause ___________________ as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of Authorized Denominationsa like class and aggregate face amount dated the date of authentication by Owner Trustee or any authenticating agent. At the option of the Certificateholdersa Holder, Certificates may be exchanged for other Certificates of the same class in Authorized Denominations authorized denominations of a like Certificate Principal Balance or Percentage Interest, as applicable, aggregate amount upon surrender of the Certificates to be exchanged at any such the office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled agency maintained pursuant to receiveSection 3.8. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee or any Authenticating Agent and Certificate Registrar duly executed by, by the Holder thereof Certificateholder or such Xxxxxx’s his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange, a commercial bank or trust company or an "eligible guarantor institution" with membership or participation in STAMP or such other "signature guarantee program" as may be determined by Certificate Registrar in addition to, or substitution for, STAMP, all in accordance with the Exchange Act. A reasonable Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by Owner Trustee or Certificate Registrar in accordance with its customary practice. No service charge may shall be made for any such registration of transfer or exchange or transfer of Certificates, and the but Owner Trustee or Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All The preceding provisions of this Section 3.4 notwithstanding, Owner Trustee shall not make and the Certificate Registrar need not register any transfer or exchange of Certificates surrendered for exchange or transfer shall be cancelled by a period of fifteen (15) days preceding any Payment Date for any payment with respect to the Trustee or any Authenticating AgentCertificates.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of State Street Bank and Trust Company, N.A., 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. 137 All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such XxxxxxHolder’s attorney duly authorized in writing. 133 A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained at one of its offices or at its designated agentpursuant to Section 3.14, a Certificate Register (the "Certificate Register") in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Trust shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Administrator shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address office or agency as may hereafter be provided maintained pursuant to the Servicer in writing by the TrusteeSection 3.14, the Owner Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, deliver in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of Authorized Denominationsa like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of the Certificateholdersa Holder, Certificates may be exchanged for other Certificates in Authorized Denominations of authorized denominations of a like Certificate Principal Balance or Percentage Interest, as applicable, aggregate amount upon surrender of the Certificates to be exchanged at any such the office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled agency maintained pursuant to receiveSection 3.14. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, by the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge may shall be made for any such registration of transfer or exchange or transfer of Certificates, and but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make, and the Certificate Registrar shall not register, transfers or exchanges of, Certificates surrendered for exchange a period of 15 days preceding the due date for any payment with respect to the Certificates. (Each purchaser of the Certificates or transfer shall a beneficial interest in a Global Certificate will be cancelled by deemed to have represented and agreed as follows (terms used in this paragraph that are defined in Rule 144A under the Trustee or any Authenticating Agent.Securities Act are used herein as defined therein):

Registration of Transfer and Exchange of Certificates. (a) The Trustee on behalf of the Trust Certificate Registrar shall cause to be maintained kept at one of its offices or at its designated agent, the Corporate Trust Office a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Registrar shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee hereby appoints itself shall initially serve as Certificate Registrar for the initial Certificate Registrarpurpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the Trustee at foregoing paragraph and, in the Corporate Trust Office case of a Residual Certificate, upon satisfaction of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trusteeconditions set forth below, the Trustee on 113 behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsthe same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or authorized denominations and the same aggregate Percentage Interest, as applicableInterests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable service charge In addition, with respect to each Residual Certificate, the holder thereof may be made exchange, in the manner described above, such Class R Certificate for any two separate certificates, each representing such exchange or transfer of Certificates, holder's respective Percentage Interest in the Class R-1 Interest and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge Class R-2 Interest that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled was evidenced by the Trustee or any Authenticating AgentClass R Certificate being exchanged.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of U.S. Bank National Association, U.S. Bank Trust New York, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.128

Registration of Transfer and Exchange of Certificates. (a) The Trustee on behalf of the Trust Certificate Registrar shall cause to be maintained kept at one of its offices or at its designated agent, the Corporate Trust Office a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Registrar shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee hereby appoints itself shall initially serve as Certificate Registrar for the initial Certificate Registrarpurpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph which office shall initially be the offices designated by the Trustee at and, in the Corporate Trust Office case of a Residual Certificate, upon satisfaction of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trusteeconditions set forth below, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsthe same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or authorized denominations and the same aggregate Percentage Interest, as applicableInterests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable service charge In addition, (i) with respect to each Class R Certificate, the holder thereof may be made exchange, in the manner described above, such Class R Certificate for any four separate certificates, each representing such exchange or transfer of Certificatesholder’s respective Percentage Interest in the Class R-1 Interest, the Class R-2 Interest, the Class R-3 Interest and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge Class R-4 Interest that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled was evidenced by the Trustee or any Authenticating AgentClass R Certificate being exchanged and (ii) with respect to each Class R-X Certificate, the holder thereof may exchange, in the manner described above, such Class R-X Certificate for three separate certificates, each representing such holder’s respective Percentage Interest in the Class R-5 Interest, the Class R-6 Interest and the Class R-7 Interest that was evidenced by the Class R-X Certificate being exchanged.

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of State Street Bank and Trust Company, or such other address N.A., 61 Broadway, New York, New York 10006, Attention: Corpxxxxx Xxxxx Xxxxxx, xx xxxx xxxxx xxxress or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.