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

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register shall provide for the registration of Certificates and transfers and exchanges of Certificates as provided in this Agreement. The Trustee is hereby initially appointed Certificate Registrar for the purpose of registering Certificates and transfers and changes of Certificates as provided in this Agreement. In the event that, subsequent to the Closing Date, the Trustee notifies the Seller that it is unable to act as Certificate Registrar, the Seller shall appoint another bank or trust company, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency or its nominee and shall be held by such transferee in book-entry form through the Clearing Agency, and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K to the Trustee and to the Seller for inspection prior to effecting any requested transfer. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraph.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby Securities Administrator shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event that, subsequent Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph (or, so long as the Trustee notifies the Seller that it is unable to act Securities Administrator serves as Certificate Registrar, the Seller shall appoint another bank office of the Certificate Registrar located at Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, or trust company, having an such other office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) that the Certificate Registrar is notified by such transferee that such Certificate will be registered shall designate), the Securities Administrator on behalf of the Trust shall execute, authenticate and deliver, in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator shall execute on behalf of the Trust and authenticate and 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 Securities Administrator or the Certificate Registrar) be held duly endorsed by, or be accompanied by such transferee in book-entry form through a written instrument of transfer satisfactory to the Clearing Agency, Securities Administrator and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and Registrar duly executed Transferee's Certificate by, the Holder thereof or his attorney duly authorized in the form of Exhibit K to the Trustee and to the Seller for inspection prior to effecting any requested transferwriting. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraph.103

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at the office or agency to be maintained in accordance with the provisions of Section 11.16 a register (the "Certificate Registrar shall maintain a Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, a transfer agent and registrar (which may be the Certificate Register Trustee) (the "Transfer Agent and Registrar") shall provide for the registration of the Registered Certificates and of transfers and exchanges of the Registered Certificates as provided in this Agreementherein provided. The Trustee is hereby Transfer Agent and Registrar shall initially appointed Certificate Registrar for the purpose of registering Certificates and transfers and changes of Certificates as provided in this Agreement. In the event that, subsequent to the Closing Date, be the Trustee notifies and any co-transfer agent and co-registrar chosen by the Seller that it is unable to act as Certificate Registrar, the Seller shall appoint another bank or trust company, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, Transferor and otherwise acceptable to the Trustee, including, if and so long as any Series or Class is listed on the Luxembourg Stock Exchange and such exchange shall so require, a co-transfer agent and co-registrar in Luxembourg. Any reference in this Agreement to act as successor Certificate the Transfer Agent and Registrar shall include any co-transfer agent and co-registrar unless the context requires otherwise. The Trustee may revoke such appointment and remove any Transfer Agent and Registrar if the Trustee determines in its sole discretion that such Transfer Agent and Registrar failed to perform its obligations under this AgreementAgreement in any material respect. No Any Transfer Agent and Registrar shall be permitted to resign as Transfer Agent and Registrar upon 30 days' notice to the Transferor, the Trustee and the Servicer; provided, however, that such resignation shall not be effective and such Transfer Agent and Registrar shall continue to perform its duties as Transfer Agent and Registrar until the Trustee has appointed a successor Transfer Agent and Registrar reasonably acceptable to the Transferor. Subject to paragraph (c) below, upon surrender for registration of transfer of a any Registered Certificate at any office or agency of the Transfer Agent and Registrar maintained for such purpose, one or more new Registered Certificates (of the same Series and Class) in authorized denominations of like aggregate fractional undivided interests in the Certificateholders' Interest shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act executed, authenticated and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered delivered, in the name of the Clearing Agency designated transferee or its nominee transferees. At the option of a Registered Certificateholder, Registered Certificates (of the same Series and Class) may be exchanged for other Registered Certificates of authorized denominations of like aggregate fractional undivided interests in the Certificateholders' Interest, upon surrender of the Registered Certificates to be exchanged at any such office or agency; Registered Certificates, including Registered Certificates received in exchange for Bearer Certificates, may not be exchanged for Bearer Certificates. At the option of the Holder of a Bearer Certificate, subject to applicable laws and regulations, Bearer Certificates may be exchanged for other Bearer Certificates or Registered Certificates (of the same Series and Class) of authorized denominations of like aggregate fractional undivided interests in the Certificateholders' Interest, 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 shall have attached thereto all unmatured Coupons; provided that any Bearer Certificate, so surrendered after the close of business on the Record Date preceding the relevant payment date after the expected final payment date need not have attached the Coupon relating to such payment date (in each case, as specified in the applicable Supplement). Whenever any Investor Certificates are so surrendered for exchange, the Transferor shall execute, the Trustee shall authenticate and the Transfer Agent and Registrar shall deliver (in the case of Bearer Certificates, outside the United States) the Investor Certificates which the Investor Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be held accompanied by such transferee a written instrument of transfer in booka form satisfactory to the Trustee or the Transfer Agent and Registrar duly executed by the Investor Certificateholder or the attorney-entry form through in-fact thereof duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Investor Certificates, but the Clearing Agency, Transfer Agent and (II) Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any such transfer is or exchange. All Investor Certificates (together with any Coupons) surrendered for registration of transfer and exchange or for payment shall be canceled and disposed of in a manner satisfactory to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then Trustee. The Trustee shall cancel and destroy any Global Certificate upon its exchange in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a nonfull for Definitive Euro-registered Certificate not held in book-entry form Certificates and shall deliver a completed certificate of destruction to the Transferor. Such certificate shall also state that a certificate or certificates of a 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 Euro-Certificates. The Transferor shall execute and duly executed Transferee's Certificate in the form of Exhibit K deliver to the Trustee Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to enable the Seller for inspection prior Trustee to effecting any requested transfer. The Seller fulfill its responsibilities under this Agreement, each Supplement and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphCertificates.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event that, subsequent Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph and, in the case of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trustee notifies on 107 behalf of the Seller that it is unable to act as Certificate RegistrarTrust shall execute, the Seller shall appoint another bank or trust companyauthenticate and deliver, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, 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 and authenticate and 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 held duly endorsed by, or be accompanied by such transferee in book-entry form through the Clearing Agency, and (II) such a written instrument of transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. In addition, with respect to each Residual Certificate, the Seller holder thereof may exchange, in the manner described above, such Class R Certificate for inspection prior to effecting any requested transfer. The Seller two separate certificates, each representing such holder's respective Percentage Interest in the Class R-1 Interest and the Trustee may rely conclusively upon Class R-2 Interest that was evidenced by the information contained in any such certificate in the absence of knowledge to the contrary. Each Class R Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphbeing exchanged.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event that, subsequent Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph and, in the case of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trustee notifies on 113 behalf of the Seller that it is unable to act as Certificate RegistrarTrust shall execute, the Seller shall appoint another bank or trust companyauthenticate and deliver, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, 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 and authenticate and 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 held duly endorsed by, or be accompanied by such transferee in book-entry form through the Clearing Agency, and (II) such a written instrument of transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. In addition, with respect to each Residual Certificate, the Seller holder thereof may exchange, in the manner described above, such Class R Certificate for inspection prior to effecting any requested transfer. The Seller two separate certificates, each representing such holder's respective Percentage Interest in the Class R-1 Interest and the Trustee may rely conclusively upon Class R-2 Interest that was evidenced by the information contained in any such certificate in the absence of knowledge to the contrary. Each Class R Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphbeing exchanged.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register shall provide for the registration of Certificates and transfers and exchanges of Certificates as provided in this Securitization Trust Agreement. The Securitization Trustee is hereby initially appointed Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Securitization Trust Agreement. In the event that, subsequent to the Closing Date, the Securitization Trustee notifies the Seller Servicer that it is unable to act as Certificate Registrar, the Seller Servicer shall appoint another bank or trust company, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Securitization Trust Agreement applicable to it, and otherwise acceptable to the Securitization Trustee, to act as successor Certificate Registrar under this Securitization Trust Agreement. The Transferor Certificate shall be owned by the Transferor and may not be transferred, as provided by Section 5.06. No transfer of a Class B Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective the registration statement under requirements of the Securities Act and any applicable state securities laws are complied with, or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and such state securities laws, the Securitization Trustee shall require that the transferee execute a representation letter acceptable to and in form and substance satisfactory to the Securitization Trustee (PROVIDED that the forms attached as Exhibits D-1 and D-2 shall be deemed acceptable if they are completed in a manner acceptable to the Securitization Trustee) certifying to the Securitization Trustee the facts surrounding such transfer, which representation letter shall not be an expense of the Securitization Trustee, the Transferor or the Servicer. The Holder of a Class B Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Securitization Trustee, the Transferor and the Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with the Securities Act and such state laws. Neither the Transferor, the Servicer nor the Securitization Trustee is under any obligation to register the Class B Certificates under the Securities Act or any state securities laws. Notwithstanding anything to the contrary contained herein, no resale or other transfer of a Class B Certificate or any interest therein shall be made unless (i) immediately after giving effect to such resale or other transfer, there would be less than 100 Class B Certificateholders and (ii) the Securitization Trustee shall have received either a representation letter or Opinion of Counsel from the prospective transferee of such Class B Certificate, in form and substance satisfactory to the Transferor and the Securitization Trustee (provided that the forms attached as Exhibits D-1 and D-2 shall be deemed acceptable), to the effect that (A) such transferee will not acquire such Class B Certificate Registrar with the assets of any "employee benefit plan" as defined in Section 3(3) of ERISA, (B) no "prohibited transaction" under ERISA or the Code will occur in connection with such prospective transferee's acquisition of such Class B Certificate, (C) the acquisition of such Class B Certificate is notified subject to a statutory or administrative exemption, specified in such letter or opinion, from the "prohibited transaction" provisions of ERISA and the Code, and (D) if the transferee is a partnership, grantor trust or S corporation for federal income tax purposes (a "Flow-Through Entity"), any Class B Certificates owned by such Flow-Through Entity will represent less than 50% of the value of all the assets owned by such Flow-Through Entity and no special allocation of income, gain, loss, deduction or credit from such Class B Certificates will be made among the beneficial owners of such Flow-Through Entity. Each prospective transferee that such of any Class B Certificate will be registered in the name of the Clearing Agency or its nominee and shall be held by such transferee in book-entry form through the Clearing Agency, and (II) such transfer is required to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K represent to the Securitization Trustee whether it will purchase such Class B Certificate with the assets of an "employee benefit plan" as defined under ERISA or other benefit plan investor. The Class B Certificates, this Securitization Trust Agreement and related documents may be amended or supplemented from time to time to modify restrictions on and procedures for resale and other transfer of such Class B Certificates to reflect any change in applicable law or regulation (or the interpretation thereof) or practices relating to the Seller for inspection prior to effecting any requested transfer. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence resale or transfer of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphrestricted securities generally.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event thatCertificate Registrar maintained for such purpose (initially designated the office of the Trustee’s agent located at DTC Transfer Agent Services, subsequent 00 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, New York, New York 10041) pursuant to the Closing Dateforegoing paragraph, and, in the case of a Class R Certificate, upon satisfaction of the conditions set forth below, the Trustee notifies on behalf of the Seller that it is unable to act as Certificate RegistrarTrust shall execute, the Seller shall appoint another bank or trust companyauthenticate and deliver, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, 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 and authenticate and 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 held duly endorsed by, or be accompanied by such transferee a written instrument of transfer in book-entry form through the Clearing Agency, and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and to the Seller for inspection prior to effecting any requested transfer. The Seller and Certificate Registrar duly executed by, the Trustee may rely conclusively upon the information contained Holder thereof or his attorney duly authorized in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphwriting.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event that, subsequent Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph and, in the case of a Class R Certificate, upon satisfaction of the conditions set forth below, the Trustee notifies on behalf of the Seller that it is unable to act as Certificate RegistrarTrust shall execute, the Seller shall appoint another bank or trust companyauthenticate and deliver, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. 116 At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, 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 and authenticate and 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 held duly endorsed by, or be accompanied by such transferee in book-entry form through the Clearing Agency, and (II) such a written instrument of transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. In addition, with respect to each Class R Certificate, the Seller holder thereof may exchange, in the manner described above, such Class R Certificate for inspection prior to effecting any requested transfer. The Seller three separate certificates, each representing such holder's respective Percentage Interest in the Class R-1 Interest, the Class R-2 Interest and the Trustee may rely conclusively upon Class R-3 Interest, respectively, in each case that was evidenced by the information contained in any such certificate in the absence of knowledge to the contrary. Each Class R Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphbeing exchanged.

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at the Corporate Trust Office a register (the "Certificate Registrar shall maintain a Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, a transfer agent and registrar (which may be the Certificate Register Trustee) (the "Transfer Agent and Registrar") shall provide for the registration of the Registered Certificates and of transfers and exchanges of the Registered Certificates as herein provided. The Transfer Agent and Registrar shall initially be the Trustee and any co-transfer agent and co-registrar chosen by the Transferor and acceptable to the Trustee, including, if and so long as any Series or Class is listed on the Luxembourg Stock Exchange and such exchange shall so require, a co-transfer agent and co-registrar in Luxembourg. Any reference in this Agreement to the Transfer Agent and Registrar shall include any co-transfer agent and registrar unless the context requires otherwise. The Trustee may revoke such appointment and remove any Transfer Agent and Registrar if the Trustee determines in its sole discretion that such transfer Agent and Registrar failed to perform its obligations under this Agreement in any material respect. Any Transfer Agent and Registrar shall be permitted to resign as Transfer Agent and Registrar upon 30 days' notice to the Transferor, the Trustee and the Servicer; provided, however, that such resignation shall not be effective and such Transfer Agent and Registrar shall continue to perform its duties as Transfer Agent and Registrar until the Trustee has appointed a successor Transfer Agent and Registrar reasonably acceptable to the Transferor. Subject to subsection (c) below, upon surrender for registration of transfer or exchange of any Registered Certificate at any office or agency of the Transfer Agent and Registrar maintained for such purpose, one or more new Registered Certificates (of the same Series and Class) in authorized denominations of like aggregate fractional undivided interests in the Certificateholders' Interest shall be executed, authenticated and delivered, in the name of the designated transferee or transferees. At the option of a Registered Certificateholder, subject to subsection (c) below and subject to the provisions of any Supplement or other agreement establishing the terms of an instrument, Registered Certificates (of the same Series and Class) may be exchanged for other Registered Certificates of authorized denominations of like aggregate fractional undivided interests in the Certificateholders' Interest, upon surrender of the Registered Certificates to be exchanged at any such office or agency; Registered Certificates, including Registered Certificates received in exchange for Bearer Certificates, may not be exchanged for Bearer Certificates. At the option of the Holder of a Bearer Certificate, subject to applicable laws and regulations, Bearer Certificates may be exchanged for other Bearer Certificates or Registered Certificates (of the same Series and Class) of authorized denominations of like aggregate fractional undivided interests in the Certificateholders' Interest, 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 shall have attached thereto all unmatured Coupons; provided that any Bearer Certificate so surrendered after the close of business on the Record Date preceding the relevant payment date or distribution date after the expected final payment date need not have attached the Coupon relating to such payment date or distribution date (in each case, as specified in the applicable Supplement). The preceding provisions of this Section notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case may be, shall not be required to register the transfer of or exchange any Certificate for a period of 15 days preceding the due date for any payment with respect to the Certificate. Whenever any Investor Certificates are so surrendered for exchange, the Transferor shall execute, the Trustee shall authenticate and the Transfer Agent and Registrar shall deliver (in the case of Bearer Certificates, outside the United States) the Investor Certificates which the Investor Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in a form satisfactory to the Trustee or the Transfer Agent and Registrar duly executed by the Investor Certificateholder or the attorney- in-fact thereof duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Investor Certificates, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any such transfer or exchange. All Investor Certificates (together with any Coupons) surrendered for registration of transfer and exchange or for payment shall be canceled and disposed of in a manner satisfactory to the Trustee. The Trustee shall cancel and destroy any Global Certificate upon its exchange in full for Definitive Euro-Certificates and shall deliver a certificate of destruction to the Transferor. Such certificate shall also state that a certificate or certificates of a 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 Euro-Certificates. The Transferor shall execute and deliver to the Trustee Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement, each Supplement and the Certificates. The interest of any Investor Certificateholder in any Receivable shall not be transferable other than through the transfer of an Investor Certificate, and except as provided in this AgreementArticle VI, a Certificate shall not be transferable or divisible. (b) The Trustee is hereby initially appointed Certificate Transfer Agent and Registrar for the purpose of registering Certificates and transfers and changes of Certificates as provided in this Agreement. In the event that, subsequent to the Closing Date, the Trustee notifies the Seller that it is unable to act as Certificate Registrar, the Seller shall appoint another bank or trust company, having an office or agency located will maintain at its expense in the Borough of Manhattan, The City of New York, agreeing to act and, if and so long as any Series or Class is listed on the Luxembourg Stock Exchange, Luxembourg, an office or agency where Investor Certificates may be surrendered for registration of transfer or exchange (except that Bearer Certificates may not be surrendered for exchange at any such office or agency in accordance with the provisions United States or its territories and possessions). (c) (i) Registration of this Agreement applicable to it, and otherwise acceptable transfer of Investor Certificates containing a legend substantially to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate effect set forth on Exhibit G-1 shall be made unless (I) (a) effected only if such transfer (x) is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws Act, or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency or its nominee and shall be held by such transferee in book-entry form through the Clearing AgencyAct, and (IIy) is made to a Person which is not an employee benefit plan, trust or account, including an individual retirement account, that is subject to ERISA or that is described in Section 4975(e)(1) of the Code or an entity whose underlying assets include plan assets by reason of a plan's investment in such entity (a "Benefit Plan"). In the event that registration of a transfer is to a Person that satisfies be made in reliance upon an exemption from the registration requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form , the transferor or the transferee shall deliver a completed deliver, at its expense, to the Transferor, the Servicer and duly executed Transferee's Certificate the Trustee, an investment letter from the transferee, substantially in the form of the investment and ERISA representation letter attached hereto as Exhibit K G-2, and no registration of transfer shall be made until such letter is so delivered. Investor Certificates issued upon registration or transfer of, or Investor Certificates issued in exchange for, Investor Certificates bearing the legend referred to above shall also bear such legend unless the Transferor, the Servicer, the Trustee and the Transfer Agent and Registrar receive an Opinion of Counsel, satisfactory to each of them, to the effect that such legend may be removed. Whenever an Investor Certificate containing the legend referred to above is presented to the Transfer Agent and Registrar for registration of transfer, the Transfer Agent and Registrar shall promptly seek instructions from the Servicer regarding such transfer and shall be entitled to receive instructions signed by a Servicing Officer prior to registering any such transfer. The Transferor hereby agrees to indemnify the Transfer Agent and Registrar and the Trustee and to the Seller for inspection prior hold each of them harmless against any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by them in relation to effecting any requested transfer. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence instructions furnished pursuant to this clause (i). (ii) Registration of knowledge transfer of Investor Certificates containing a legend to the contraryeffect set forth on Exhibit G-3 shall be effected only if such transfer is made to a Person which is not a Benefit Plan. Each By accepting and holding any such Investor Certificate, an Investor Certificateholder shall be deemed to have represented and warranted that it is not a Benefit Plan. By acquiring any interest in a Book-Entry Certificate which contains such legend, a Certificate Owner shall be deemed to have agreed represented and warranted that it is not a Benefit Plan. (iii) If so requested by the Transferor, the Trustee will make available to these restrictions any prospective purchaser of Investor Certificates who so requests, a copy of a letter provided to the Trustee by or on transfer. The foregoing restriction shall not be deemed behalf of the Transferor relating to prohibit the purchase transferability of any Certificates by III Finance, Ltd, III Limited Partnership Series or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers Class to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraph.a Benefit Plan. Section 6.5

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby initially appointed Certificate Registrar for Administrator shall be the purpose of registering Certificates and transfers and changes of Certificates as provided in this Agreement. In the event that, subsequent to the Closing Date, the Trustee notifies the Seller that it is unable to act as initial Certificate Registrar, . Upon surrender for registration of transfer of any Certificate at the Seller shall appoint another bank or trust company, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made maintained pursuant to an effective registration statement under Section 3.08, the Securities Act Owner Trustee shall execute, authenticate and any applicable state securities laws deliver (or (b) (i) such transfer is exempt from shall cause the registration requirements under the Securities Act Administrator as its authenticating agent to authenticate and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered deliver), in the name of the Clearing Agency designated transferee or its nominee and transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of an Owner, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.08. Every Certificate presented or surrendered for registration of transfer or exchange shall be held accompanied by such transferee a written instrument of transfer in book-entry form through satisfactory to the Clearing AgencyOwner Trustee and the Certificate Registrar duly executed by the Owner or his attorney duly authorized in writing. In addition, each Certificate presented or surrendered for registration of transfer and exchange must be accompanied by a letter from the Prospective Owner certifying as to the representations set forth in Section 3.14(a) and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K to the Trustee and to the Seller for inspection prior to effecting any requested transfer. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contraryb). Each Certificate Owner surrendered for registration of transfer or exchange shall be deemed canceled and disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to have agreed to these restrictions on transfercover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The foregoing restriction preceding provisions of this Section notwithstanding, the Owner Trustee shall not be deemed to prohibit make and the purchase Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers payment with respect to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphCertificates.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Trustee (or such other party as is then the Transfer Agent and Registrar hereunder) shall maintain cause to be kept at the office or agency to be maintained by a Certificate Register transfer agent and registrar (the "TRANSFER AGENT AND REGISTRAR"), in accordance with the provisions of SECTION 8.14, a register (the "CERTIFICATE REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Certificate Register 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 provided in this Agreementherein provided. The Trustee is hereby initially appointed Certificate Transfer Agent and Registrar for the purpose purposes of registering the Investor Certificates and transfers and changes exchanges of the Investor Certificates as provided in this Agreementherein provided. In the event that, subsequent that the Trustee shall cease to be the Closing DateTransfer Agent and Registrar, the Trustee notifies shall appoint a successor Transfer Agent and Registrar reasonably acceptable to the Seller Sellers' Representative and the Servicer. In the event that it a party other than the Trustee is unable to act appointed as Certificate Transfer Agent and Registrar, the Trustee may revoke such appointment and remove such party if the Trustee determines after consultation with the Servicer that such party has failed to perform its obligations under this Master Trust Agreement in any material respect. The Trustee shall be permitted to resign as Transfer Agent and Registrar upon 30 days written notice to the Seller and the Servicer; PROVIDED, HOWEVER, that such resignation shall appoint another bank or trust company, having an not be effective and the Trustee shall continue to perform its duties as Transfer Agent and Registrar until the Trustee has appointed a successor Transfer Agent and Registrar in accordance with this SECTION 5.3.(a). 57 Upon surrender for registration of transfer of any Investor Certificate at any office or agency located in of the Borough of ManhattanTransfer Agent and Registrar, The City of New Yorkthe Trustee shall execute, agreeing subject to act in accordance with the provisions of this Agreement applicable to itSECTIONS 5.3(d), (e) and (f) below, and otherwise acceptable to the Trusteeshall authenticate and deliver, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee and transferees, one or more new Investor Certificates in authorized denominations aggregating an amount equal to the portion of the Certificate Balance represented by the Investor Certificates so surrendered. Every Investor Certificate presented or surrendered for registration of transfer shall be held accompanied by such transferee (x) a written instrument of transfer in book-entry a form through the Clearing Agency, and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and to the Seller for inspection prior to effecting Transfer Agent and Registrar duly executed by the Certificateholder thereof or its attorney-in- fact duly authorized in writing, (y) any requested transfer. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership additional instructions or any affiliates of either of the foregoing, provided that (icertifications required under SECTIONS 5.3(e) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (iif) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraph.below, and (z) a certification as follows:

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event that, subsequent Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph which office shall initially be the offices of the Trustee's agent located at c/o DTC Transfer Agent Services, 00 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, New York, New York 10041 and, in the case of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trustee notifies on behalf of the Seller that it is unable to act as Certificate RegistrarTrust shall execute, the Seller shall appoint another bank or trust companyauthenticate and deliver, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, 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 and authenticate and 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 held duly endorsed by, or be accompanied by such transferee in book-entry form through the Clearing Agency, and (II) such a written instrument of transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and to the Seller for inspection prior to effecting any requested transferCertificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III FinanceIn addition, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) with respect to each Class R Certificate, the holder thereof may exchange, in the manner described above, such purchaser satisfies Class R Certificate for three separate certificates, each representing such holder's respective Percentage Interest in the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to Class R-1 Interest, the Seller Class R-2 Interest and the Trustee an investor letter substantially in Class R-3 Interest that was evidenced by the form of Exhibit L Class R Certificate being exchanged and (ii) any subsequent transfers by such purchaser comply with respect to each Class R-X Certificate, the restrictions set forth holder thereof may exchange, in the preceding paragraphmanner described above, such Class R-X Certificate for eight separate certificates, each representing such holder's respective Percentage Interest in the Class R-4 Interest, Class R-5 Interest, Class R-6 Interst, Class R-7 Interest, the Class R-8 Interest,the Class R-9 Interest, Class R-10 Interest and Class R-11 Interest that was evidenced by the Class R-X Certificate being exchanged.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby initially appointed Certificate Registrar for ______________________ shall be the purpose of registering Certificates and transfers and changes of Certificates as provided in this Agreement. In the event that, subsequent to the Closing Date, the Trustee notifies the Seller that it is unable to act as initial Certificate Registrar, . Upon surrender for registration of transfer of any Certificate at the Seller shall appoint another bank or trust company, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made maintained pursuant to an effective registration statement under the Securities Act Section 3.8, Owner Trustee shall execute, authenticate and any applicable state securities laws deliver (or (b) (i) such transfer is exempt from the registration requirements under the Securities Act shall cause ___________________ as its authenticating agent to authenticate and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered deliver), in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates in authorized denominations of a like class and aggregate face amount dated the date of authentication by Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Every Certificate presented or surrendered for registration of transfer or exchange shall be held accompanied by a written instrument of transfer in form satisfactory to Owner Trustee and Certificate Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such transferee 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 book-entry form through 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 Clearing Agency, and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Exchange Act. Each prospective purchaser 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 shall be made for any registration of transfer or exchange of Certificates, but Owner Trustee or Certificate Registrar may require payment of TRUST AGREEMENT a non-registered sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The preceding provisions of this Section 3.4 notwithstanding, Owner Trustee shall not make and the Certificate Registrar need not held in book-entry form shall deliver register any transfer or exchange of Certificates for a completed and duly executed Transferee's Certificate in the form period of Exhibit K fifteen (15) days preceding any Distribution Date for any payment with respect to the Trustee and to the Seller for inspection prior to effecting any requested transfer. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphCertificates.

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at the office or agency to be maintained by a transfer agent and registrar (the “Transfer Agent and Registrar”), in accordance with the provisions of Section 11.16, a register (the “Certificate Registrar shall maintain a Certificate Register Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Register 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 provided in this Agreementherein provided. The Trustee is hereby initially appointed Certificate Transfer Agent and Registrar for the purpose purposes of registering the Investor Certificates and transfers and changes exchanges of the Investor Certificates as provided herein provided. If any form of Investor Certificate is issued as a Global Certificate, the 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, the Trustee shall appoint a co-transfer agent and co-registrar in Luxembourg or another European city. Any reference in this AgreementAgreement to the Transfer Agent and Registrar shall include any co-transfer agent and co-registrar unless the context otherwise requires. The Trustee shall be permitted to resign as Transfer Agent and Registrar upon 30 days’ written notice to the Servicer. In the event that, subsequent to the Closing Date, that the Trustee notifies shall no longer be the Seller that it is unable to act as Certificate Transfer Agent and Registrar, the Seller Transferor shall appoint another bank or trust company, having an a successor Transfer Agent and Registrar. Upon surrender for registration of transfer of any Certificate at any office or agency located in of the Borough of ManhattanTransfer Agent and Registrar, The City of New Yorkthe Transferor shall execute, agreeing subject to act in accordance with the provisions of this Agreement applicable to itsubsection 6.03(c), and otherwise acceptable to the TrusteeTrustee shall authenticate and deliver, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates in authorized denominations of like aggregate Undivided Interests; provided, that the provisions of this paragraph shall not apply to Bearer Certificates. At the option of an Investor Certificateholder, Investor Certificates may be exchanged for other Investor Certificates of the same Series in authorized denominations of like aggregate 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 without limitation, 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 of America. Each Bearer Certificate surrendered pursuant to this Section 6.03 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 Transferor shall execute, and the Trustee shall authenticate and (unless the Transfer Agent and Registrar is different from the Trustee, in which case the Transfer Agent and Registrar shall) deliver, the Investor Certificates of such Series which the Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be held accompanied by such transferee a written instrument of transfer in book-entry a form through the Clearing Agency, and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and to the Seller for inspection prior to effecting any requested transferTransfer Agent and Registrar duly executed by the Certificateholder thereof or his attorney-in-fact duly authorized in writing. The Seller and preceding provisions of this Section 6.03 notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction be, shall not be deemed required to prohibit register the purchase 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 shall be made for any registration of transfer or exchange of Certificates, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Investor Certificates (together with any Coupons attached to Bearer Certificates) surrendered for registration of transfer and exchange shall be canceled by III Finance, Ltd, III Limited Partnership the Transfer Agent and Registrar and disposed of in a manner satisfactory to the Trustee. The Trustee shall cancel and destroy the Global Certificate upon its exchange in full for Definitive Certificates and shall deliver a certificate of destruction to the Transferor. Such certificate shall also state that a certificate or any affiliates certificates of either each Foreign Clearing Agency to the effect referred to in Section 6.13 was received with respect to each portion of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 Global Certificate exchanged for Definitive Certificates. The Transferor shall execute and delivers deliver to the Seller Trustee or the Transfer Agent and Registrar, as applicable, Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphCertificates.

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at the office or agency to be maintained in accordance with the provisions of Section 11.15 a register (the "Certificate Registrar shall maintain a Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, a transfer agent and registrar (the Certificate Register "Transfer Agent and Registrar") shall provide for the registration of the Registered Certificates and the Dealer Overconcentration Series, and of transfers and exchanges of the Registered Certificates and the Dealer Overconcentration Series, as provided in this Agreementherein provided. The Trustee is hereby Transfer Agent and Registrar shall initially appointed Certificate Registrar for the purpose of registering Certificates and transfers and changes of Certificates as provided in this Agreement. In the event that, subsequent to the Closing Date, be the Trustee notifies and any co-transfer agent and co-registrar chosen by the Seller that it is unable to act as Certificate Registrar, the Seller shall appoint another bank or trust company, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee. Any reference in this Agreement to the Transfer Agent and Registrar shall include any co-transfer agent and co-registrar unless the context requires otherwise. Subject to paragraph (c) below, to act as successor Certificate Registrar under this Agreement. No upon surrender for registration of transfer of a any Registered Certificate at any office or agency of the Transfer Agent and Registrar maintained for such purpose, one or more new Registered Certificates (of the same Series and Class) in authorized denominations shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act executed, authenticated and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered delivered, in the name of the Clearing Agency designated transferee or its nominee transferees. At the option of a Registered Certificateholder, Registered Certificates (of the same Series and Class) may be exchanged for other Registered Certificates of authorized denominations upon surrender of the Registered Certificates to be exchanged at any such office or agency; Registered Certificates, including Registered Certificates received in exchange for Bearer Certificates, may not be exchanged for Bearer Certificates. At the option of the Holder of a Bearer Certificate, subject to applicable laws and regulations, Bearer Certificates may be exchanged for other Bearer Certificates or Registered Certificates (of the same Series and Class) of authorized denominations 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 shall have attached thereto all unmatured Coupons; provided that any Bearer Certificate so surrendered after the close of business on the Record Date preceding the relevant payment date or distribution date after the expected final payment date need not have attached the Coupon relating to such payment date or distribution date (in each case, as specified in the applicable Supplement). The preceding provisions of this Section notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case may be, shall not be required to register the transfer of or exchange any Certificate for a period of 15 days preceding the due date for any payment with respect to the Certificate. Whenever any Investor Certificates are so surrendered for exchange, the Seller shall execute, the Trustee shall authenticate, and the Transfer Agent and Registrar shall deliver (in the case of Bearer Certificates, outside the United States) the Investor Certificates which the Investor Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be held accompanied by such transferee a written instrument of transfer in booka form satisfactory to the Trustee or the Transfer Agent and Registrar duly executed by the Investor Certificateholder or the attorney-entry form through in-fact thereof duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Investor Certificates or the Clearing AgencyDealer Overconcentration Series, but the Transfer Agent and (II) Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any such transfer is or exchange. All Investor Certificates (together with any Coupons) surrendered for registration of transfer and exchange or for payment shall be canceled and disposed of in a manner satisfactory to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then Trustee. The Trustee shall cancel and destroy any Global Certificate upon its exchange in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a nonfull for Definitive Euro-registered Certificate not held in book-entry form Certificates and shall deliver a completed certificate of destruction to the Seller. Such certificate shall also state that a certificate or certificates of a Foreign Clearing Agency to the effect referred to in Section 6.11 was received with respect to each portion of the Global Certificate exchanged for Definitive Euro-Certificates. The Seller shall execute and duly executed Transferee's Certificate in the form of Exhibit K deliver to the Trustee Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to enable the Seller for inspection prior Trustee to effecting any requested transfer. The Seller fulfill its responsibilities under this Agreement and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphCertificates.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Trustee shall maintain cause to be kept at its Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby will initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In the event that, subsequent to the Closing Date, If a Person other than the Trustee notifies is appointed by the Seller that it is unable to act Trustee as Certificate Registrar, such Person will give the Seller Trustee prompt written notice of the location, and any change in the location, of the Certificate Register, and the Trustee shall appoint another bank 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 Certificate Registrar by an Officer thereof as to the names and addresses of the Holders of the Certificates and the principal amounts and numbers of such Certificates. Subject to Section 4.4 below, upon surrender for registration of transfer ----------- of any Certificate at the Corporate Trust Office of the Trustee or trust company, having an at any other office or agency located in of the Borough of ManhattanTrustee maintained for such purpose, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, Trustee shall execute and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered shall authenticate and deliver, in the name of the Clearing Agency designated transferee or its nominee and shall be held by such transferee in book-entry form through transferees, one or more new Certificates of the Clearing Agency, and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser same Class of a non-registered like aggregate Percentage Interest. At the option of the Certificateholders, each Certificate not held in book-entry form may be exchanged for other Certificates of the same Class with the same and authorized denominations and a like aggregate Percentage Interest, upon surrender of such Certificate to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute and cause the Certificate Registrar to authenticate and 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 completed and duly executed Transferee's Certificate written instrument of transfer in the form of Exhibit K satisfactory to the Trustee and duly executed by, the Holder thereof or his attorney duly authorized in writing. No service charge to the Seller Certificateholders shall be made for inspection prior to effecting any requested transfer. The Seller and transfer or exchange of Certificates, but the Trustee may rely conclusively upon the information contained require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any such certificate in the absence transfer or exchange of knowledge to the contraryCertificates. Each Certificate Owner All Certificates surrendered for transfer and exchange shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit destroyed by the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphCertificate Registrar.

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at the office or agency to be maintained by a transfer agent and certificate registrar (the "Transfer Agent and Certificate Registrar shall maintain Registrar"), in accordance with the provisions of Section 16.7, a register (the "Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, the Transfer Agent and Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee Certificate Register shall list the names of the Certificateholders and their respective ownership interests in the Trust, and shall be treated as definitive and binding for all purposes hereunder. Only those persons registered as Certificateholders in the Certificate Register shall be recognized as having any interest in the Trust or Trust estate or as possessing the rights of a Certificateholder hereunder. A transfer of ownership of a Certificate shall be effectuated only by an appropriate entry in the Certificate Register. The Bank of New York is hereby initially appointed Transfer Agent and Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In the event that, subsequent to the Closing Datedate of issuance of the Certificates, the Trustee notifies the Seller that it is unable to act as Transfer Agent and Certificate Registrar, the Seller shall Trustee shall, with the consent of the Seller, appoint another bank or trust company, having an office or agency located in the Borough of Manhattan, The New York City of New York, agreeing and which agrees to act in accordance with the provisions of this the Agreement applicable to it, to act, as successor Transfer Agent and otherwise acceptable Certificate Registrar under the Agreement. The Bank of New York shall be permitted to resign as Transfer Agent and Certificate Registrar upon 30 days' written notice to the Seller and the Servicer; provided, however, that such resignation shall not be effective and The Bank of New York shall continue to perform its duties as Transfer Agent and Certificate Registrar until the Trustee has appointed a successor Transfer Agent and Certificate Registrar with the consent of the Seller. Upon surrender for registration of transfer of any Class A Certificate or Class B Certificate at the office or agency of the Transfer Agent and Certificate Registrar maintained pursuant to Section 16.7, the Transfer Agent and Certificate Registrar shall make an appropriate entry in the Certificate Register to reflect such transfer, and the Trustee shall execute, authenticate and (if the Transfer Agent and Certificate Registrar is different than the Trustee, to act as successor then the Transfer Agent and Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (Ishall) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered deliver, in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates in authorized denominations of a like aggregate amount. At the option of a Certificateholder, Class A Certificates or Class B Certificates may be exchanged for other Class A Certificates or Class B Certificates, as the case may be, in authorized denominations of a like aggregate amount at such office or agency. Whenever any Class A Certificate or Class B Certificate is surrendered for exchange, the Trustee shall execute, authenticate and (if the Transfer Agent and Certificate Registrar is different than the Trustee, then the Transfer Agent and Certificate Registrar shall) 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 held accompanied by such transferee a written instrument of transfer in book-entry form through the Clearing Agency, and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and to the Seller for inspection prior to effecting any requested transfer. The Seller Transfer Agent and Certificate Registrar duly executed by the Trustee may rely conclusively upon Holder, which signature on such assignment must be guaranteed by a member of the information contained in any such certificate in the absence of knowledge to the contraryNew York Stock Exchange or a commercial bank or trust company. Each Certificate Owner surrendered for registration of transfer or exchange shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit cancelled by the purchase Transfer Agent and Certificate Registrar or retained in accordance with its standard retention policy and disposed of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers retained in a manner satisfactory to the Seller Trustee and the Trustee an investor letter substantially Seller. No service charge shall be made for any registration of transfer or exchange of Certificates, but the Transfer Agent and Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in the form connection with any transfer or exchange of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphCertificates.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided herein provided. Upon surrender for registration of transfer of any Certificate at the Trustee's offices located at 000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx 00000, Attention: Transfer Department, at the offices of the Trustee's agent located at DB Services Tennessee, 000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000 or at such other office designated by the Trustee for such purposes and, in this Agreement. In the event thatcase of a Class R Certificate, subsequent to upon satisfaction of the Closing Dateconditions set forth below, the Trustee notifies on behalf of the Seller that it is unable to act as Certificate RegistrarTrust shall execute, the Seller shall appoint another bank or trust companyauthenticate and deliver, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, 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 on behalf of the Trust and authenticate and 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 held duly endorsed by, or be accompanied by such transferee in book-entry form through the Clearing Agency, and (II) such a written instrument of transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. In addition, with respect to each Class R Certificate, the Seller holder thereof may exchange, in the manner described above, such Class R Certificate for inspection prior to effecting any requested transfer. The Seller two separate certificates, each representing such holder's respective Percentage Interest in the Class R-1 Interest and the Trustee may rely conclusively upon Class R-2 Interest, respectively, in each case that was evidenced by the information contained in any such certificate in the absence of knowledge to the contrary. Each Class R Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphbeing exchanged.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Trustee shall maintain cause to be kept at the office or agency to be maintained by a Certificate Register transfer agent and registrar (which may be the Trustee) (the "TRANSFER AGENT AND REGISTRAR") in accordance with the provisions of Section 8.16 a register (the "CERTIFICATE REGISTER") in which, subject to such reasonable regulations as it the Trustee may prescribe, the Certificate Register Transfer Agent and Registrar shall provide for the registration of the Investor Certificates and of transfers and exchanges of the Investor Certificates as herein provided. The Company hereby appoints the Trustee as Transfer Agent and Registrar for the purpose of registering the Investor Certificates and transfers and exchanges of the Investor Certificates as provided in this Agreementherein provided. The Trustee is shall be permitted to resign as Transfer Agent and Registrar upon 30 days' written notice to the Company and the Servicer; PROVIDED, HOWEVER, that such resignation shall not be effective and the Trustee shall continue to perform its duties as Transfer Agent and Registrar until the Trustee has appointed a successor Transfer Agent and Registrar reasonably acceptable to the Company and such successor Transfer Agent and Registrar has accepted such appointment. The provisions of Sections 8.1, 8.2, 8.3, 8.5 and 10.19 shall apply to the Trustee also in its role as Transfer Agent or Registrar, as the case may be, for so long as the Trustee shall act as Transfer Agent or Registrar, as the case may be. The Company hereby initially appointed Certificate agrees to provide the Trustee from time to time sufficient funds, on a timely basis and in accordance with and subject to Section 8.5, for the payment of any reasonable compensation payable to the Transfer Agent and Registrar for the purpose of registering Certificates and transfers and changes of Certificates as provided in their services under this AgreementSection 5.3. In the event The Trustee hereby agrees that, subsequent to upon the Closing Datereceipt of such funds from the Company, it shall pay the Transfer Agent and Registrar such amounts. Upon surrender for registration of transfer of any Investor Certificate at any office or agency of the Transfer Agent and Registrar maintained for such purpose, the Company shall execute, and, upon the written request of the Company, the Trustee notifies the Seller that it is unable to act as Certificate Registrarshall authenticate and deliver, the Seller shall appoint another bank or trust company, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Investor Certificates in authorized denominations of the same Series (and Class) representing like aggregate Fractional Undivided Interests and which bear numbers that are not contemporaneously outstanding. At the option of an Investor Certificateholder, Investor Certificates may be exchanged for other Investor Certificates of the same Series (and Class) in authorized denominations of like aggregate Fractional Undivided Interests, bearing numbers that are not contemporaneously outstanding, upon surrender of the Investor Certificates to be exchanged at any such office or agency of the Transfer Agent and Registrar maintained for such purpose. Whenever any Investor Certificates of any Series are so surrendered for exchange, the Company shall execute, and, upon the written request of the Company, the Trustee shall authenticate and (unless the Transfer Agent and Registrar is different from the Trustee, in which case the Transfer Agent and Registrar shall) deliver, the Investor Certificates of such Series which the Investor Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be held accompanied by such transferee in book-entry form through the Clearing Agency, and (II) such a written instrument of transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K to the Trustee and to the Seller for inspection prior to effecting any requested transfer. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form attached to the form of Exhibit L such Investor Certificate and duly executed by the holder thereof or his attorney-in-fact duly authorized in writing delivered to the Trustee (iiunless the Transfer Agent and Registrar is different from the Trustee, in which case to the Transfer Agent and Registrar) and complying with any subsequent transfers by such purchaser comply with the restrictions requirements set forth in the preceding paragraphapplicable Supplement. No service charge shall be made for any registration of transfer or exchange of Investor Certificates, but the Transfer Agent and Registrar may require any Investor Certificateholder that is transferring or exchanging one or more Certificates to pay a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Investor Certificates. All Investor Certificates surrendered for registration of transfer and exchange shall be cancelled and disposed of in a customary manner satisfactory to the Trustee. The Company shall execute and deliver Certificates to the Trustee or the Transfer Agent and Registrar in such amounts and at such times as are necessary to enable the Trustee and the Transfer Agent and Registrar to fulfill their respective responsibilities under this Agreement and the Certificates.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event that, subsequent Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph which office shall initially be the offices of the Trustee's agent located at [________] and, in the case of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trustee notifies on behalf of the Seller that it is unable to act as Certificate RegistrarTrust shall execute, the Seller shall appoint another bank or trust companyauthenticate and deliver, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, 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 and authenticate and 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 held duly endorsed by, or be accompanied by such transferee in book-entry form through the Clearing Agency, and (II) such a written instrument of transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and to the Seller for inspection prior to effecting any requested transferCertificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III FinanceIn addition, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) with respect to each Class R Certificate, the holder thereof may exchange, in the manner described above, such purchaser satisfies Class R Certificate for four separate certificates, each representing such holder's respective Percentage Interest in the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to Class R-1 Interest, the Seller Class R-2 Interest, the Class R-3 Interest and the Trustee an investor letter substantially in Class R-4 Interest that was evidenced by the form of Exhibit L Class R Certificate being exchanged and (ii) any subsequent transfers by such purchaser comply with respect to each Class R-X Certificate, the restrictions set forth holder thereof may exchange, in the preceding paragraphmanner 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. (a) The Certificate Registrar Trustee shall maintain a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Trustee shall provide for the registration of Certificates Certif icates and of transfers and exchanges of Certificates as provided in this Agreement. The Trustee is hereby initially appointed Certificate Registrar for the purpose of registering Certificates and transfers and changes of Certificates as provided in this Agreement. In the event that, subsequent to the Closing Date, the Trustee notifies the Seller that it is unable to act as Certificate Registrar, the Seller shall appoint another bank or trust company, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreementherein provided. No transfer transfer, sale, pledge or other disposition of a Class B or a Class R Certificate shall be made unless (I) (a) such transfer transfer, sale, pledge or other disposition is made pursuant to an effective exempt from the registration statement under requirements of the Securities Act of 1933, as amended (the "Act"), and any applicable state securities laws or (b) is made in accordance with said Act and laws. In the event that a transfer of a Class B or Class R Certificate is to be made (i) the Depositor may direct the Trustee to require a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Depositor that such transfer is exempt shall be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the registration requirements under the Securities said Act and such state securities laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee, the Depositor or the Master Servicer, provided that such Opinion of Counsel will not be required in connection with the initial transfer of any such Certificate by the Depositor or any affiliate thereof, to a non-affiliate of the Depositor and (ii) the Certificate Registrar is notified by such Trustee shall require the transferee that such Certificate will be registered in the name of the Clearing Agency or its nominee and shall be held by such transferee in book-entry form through the Clearing Agencyto execute a representation letter, and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K to the Trustee and to the Seller for inspection prior to effecting any requested transfer. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L G-1 hereto, and the Trustee shall require the transferor to execute a representation letter, substantially in the form of Exhibit G-2 hereto, each acceptable to and in form and substance satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which representation letters shall not be an expense of the Trustee, the Depositor or the Master Servicer. Any such Certificate holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such applicable federal and state laws. The Trustee shall require a written Opinion of Counsel from a prospective transferee prior to the transfer of any Class B or Class R Certificate to any employee benefit plan or other retirement arrangement, including individual retirement accounts and Keogh plans, that is subject to Section 406 of the Employee Retirement Xxxxme Security Act of 1974, as amended (ii"ERISA") or Section 4975 of the Code (any subsequent transfers of the foregoing, a "Plan"), to a trustee or other Person acting on behalf of any Plan, or to any other person who is using "plan assets" of any Plan to effect such acquisition (including any insurance company using funds in its general or separate accounts that may constitute "plan assets"). Such Opinion of Counsel must establish to the satisfaction of the Depositor and the Trustee or the Certificate Registrar that such disposition will not violate the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code. Neither the Depositor, the Master Servicer nor the Trustee will be required to obtain such Opinion of Counsel on behalf of any prospective transferee. In the case of any transfer of the foregoing Certificates to an insurance company, in lieu of such Opinion of Counsel, the Trustee shall require a certification in the form of Exhibit G-5 hereto substantially to the effect that all funds used by such purchaser comply with transferee to purchase such Certificates will be funds held by it in its general account which it reasonably believes do not constitute "plan assets" of any Plan (as defined above). The permission of any transfer in violation of the restrictions restriction on transfer set forth in the preceding paragraphthis paragraph shall not constitute a default or an Event of Default.

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at the office or agency to be maintained by a transfer agent and registrar (the "Transfer Agent and Registrar") in accordance with the provisions of Section 11.16, a register (the "Certificate Registrar shall maintain a Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, the Certificate Register 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. Whenever reference is made in this Agreement to the transfer or exchange of the Certificates by the Trustee, such reference shall be deemed to include the transfer or exchange on behalf of the Trustee by a Transfer Agent and Registrar. Norwest Bank Minnesota, National Association is hereby initially appointed Transfer Agent and Registrar for the purposes of registering the Investor Certificates and transfers and exchanges of the Investor Certificates as provided herein provided. If any form of Investor Certificate is issued as a Global Certificate, Norwest Bank Minnesota, National Association may, or if and so long as any Series of Investor Certificates are listed on a stock exchange and such exchange shall so require, Norwest Bank Minnesota, National Association shall appoint a co-transfer agent and co- registrar, which will also be a co-paying agent, in such city as the Transferor may specify. Any reference in this AgreementAgreement to the Transfer Agent and Registrar shall include any co-transfer agent and co-registrar unless the context otherwise requires. The Trustee is hereby initially appointed Certificate Norwest Bank Minnesota, National Association shall be permitted to resign as Transfer Agent and Registrar for upon 30 days' written notice to the purpose of registering Certificates and transfers and changes of Certificates as provided in this AgreementServicer. In the event thatthat Norwest Bank Minnesota, subsequent to National Association shall no longer be the Closing Date, the Trustee notifies the Seller that it is unable to act as Certificate Transfer Agent and Registrar, the Seller Transferor shall appoint another bank or trust companya successor Transfer Agent and Registrar. If any Series with respect to which Book Entry Certificates were originally issued is no longer issued as Book-Entry Certificates, having an then the Servicer may appoint a successor Transfer Agent and Registrar. Upon surrender for registration of transfer of any Certificate at any office or agency located in of the Borough of ManhattanTransfer Agent and Registrar maintained for such purpose, The City of New Yorkthe Transferor shall execute, agreeing subject to act in accordance with the provisions of this Agreement applicable to itsubsection 6.3(c), and otherwise acceptable to the Trustee shall (unless the Transfer Agent and Registrar is different than the Trustee, to act as successor Certificate in which case the Transfer Agent and Registrar under this Agreement. No transfer of a Certificate shall be made unless (Ishall) (a) such transfer is made pursuant to an effective registration statement under the Securities Act authenticate and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered deliver, in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates in authorized denominations of like aggregate Undivided Interests; provided, that the provisions of this paragraph shall not apply to Bearer Certificates. 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 Bearer Certificateholder, subject to applicable laws and regulations (including without limitation, 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 Transferor shall execute, and the Trustee shall (unless the Transfer Agent and Registrar is different than the Trustee, in which case the Transfer Agent and Registrar shall) authenticate and deliver, the Investor Certificates of such Series which the Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be held accompanied by such transferee a written instrument of transfer in book-entry a form through the Clearing Agency, and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and to the Seller for inspection prior to effecting any requested transferTransfer Agent and Registrar duly executed by the Certificateholder thereof or his attorney-in-fact duly authorized in writing. The Seller and preceding provisions of this Section 6.3 notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction be, shall not be deemed required to prohibit register the purchase transfer of or exchange any Investor Certificate of any Series for the period from the Record Date preceding the due date for any payment to the Distribution Date with respect to the Investor Certificates of such Series. Unless otherwise provided in the related Supplement, no service charge shall be made for any registration of transfer or exchange of Certificates, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Investor Certificates (together with any Coupons attached to Bearer Certificates) surrendered for registration of transfer or exchange shall be canceled by III Financethe Transfer Agent and Registrar and disposed of in a manner satisfactory to the Trustee. The Trustee shall cancel and dispose of any Global Certificate upon its exchange in full for Definitive Certificates, Ltd, III Limited Partnership but shall not be required to destroy such Global Certificates. Such certificate shall also state that a certificate or any affiliates certificates of either each Foreign Clearing Agency to the effect referred to in Section 6.13 was received with respect to each portion of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 Global Certificate exchanged for Definitive Certificates. The Transferor shall execute and delivers deliver to the Seller Trustee or the Transfer Agent and Registrar, as applicable, Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphCertificates.

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at the office or agency to be maintained by a transfer agent and registrar (the “Transfer Agent and Registrar”), in accordance with the provisions of Section 11.16, a register (the “Certificate Registrar shall maintain a Certificate Register Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Register 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 provided in this Agreementherein provided. The Trustee is hereby initially appointed Certificate Transfer Agent and Registrar for the purpose purposes of registering the Investor Certificates and transfers and changes exchanges of the Investor Certificates as provided herein provided. If any form of Investor Certificate is issued as a Global Certificate, the 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, the Trustee shall appoint a co-transfer agent and co-registrar in Luxembourg or another European city. Any reference in this AgreementAgreement to the Transfer Agent and Registrar shall include any co-transfer agent and co-registrar unless the context otherwise requires. The Trustee shall be permitted to resign as Transfer Agent and Registrar upon 30 days’ written notice to the Servicer. In the event that, subsequent to the Closing Date, that the Trustee notifies shall no longer be the Seller that it is unable to act as Certificate Transfer Agent and Registrar, the Seller Transferor shall appoint another bank or trust company, having an a successor Transfer Agent and Registrar. Upon surrender for registration of transfer of any Certificate at any office or agency located in of the Borough of ManhattanTransfer Agent and Registrar, The City of New Yorkthe Transferor shall execute, agreeing subject to act in accordance with the provisions of this Agreement applicable to itsubsection 6.03(c), and otherwise acceptable to the TrusteeTrustee shall authenticate and deliver, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates in authorized denominations of like aggregate Undivided Interests; provided, that the provisions of this paragraph shall not apply to Bearer Certificates. At the option of an Investor Certificateholder, Investor Certificates may be exchanged for other Investor Certificates of the same Series in authorized denominations of like aggregate 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 without limitation, 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 of America. Each Bearer Certificate surrendered pursuant to this Section 6.03 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 Transferor shall execute, and the Trustee shall authenticate and (unless the Transfer Agent and Registrar is different from the Trustee, in which case the Transfer Agent and Registrar shall) deliver, the Investor Certificates of such Series which the Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be held accompanied by such transferee a written instrument of transfer in book-entry a form through the Clearing Agency, and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and to the Seller for inspection prior to effecting any requested transferTransfer Agent and Registrar duly executed by the Certificateholder thereof or his attorney-in-fact duly authorized in writing. The Seller and preceding provisions of this Section 6.03 notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction be, shall not be deemed required to prohibit register the purchase 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 shall be made for any registration of transfer or exchange of Certificates, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Investor Certificates (together with any Coupons attached to Bearer Certificates) surrendered for registration of transfer and exchange shall be canceled by III Finance, Ltd, III Limited Partnership the Transfer Agent and Registrar and disposed of in a manner satisfactory to the Trustee. The Trustee shall cancel and destroy the Global Certificate upon its exchange in full for Definitive Certificates and shall deliver a certificate of destruction to the Transferor. Such certificate shall also state that a certificate or any affiliates certificates of either each Foreign Clearing Agency to the effect referred to in Section 6.12 was received with respect to each portion of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 Global Certificate exchanged for Definitive Certificates. The Transferor shall execute and delivers deliver to the Seller Trustee or the Transfer Agent and Registrar, as applicable, Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphCertificates.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event that, subsequent Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph which office shall initially be the offices of the Trustee's agent located at c/o DTC Transfer Agent Services, 00 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, New York, New York 10041 and, in the case of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trustee notifies on behalf of the Seller that it is unable to act as Certificate RegistrarTrust shall execute, the Seller shall appoint another bank or trust companyauthenticate and deliver, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, 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 and authenticate and 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 held duly endorsed by, or be accompanied by such transferee in book-entry form through the Clearing Agency, and (II) such a written instrument of transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and to the Seller for inspection prior to effecting any requested transferCertificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III FinanceIn addition, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) with respect to each Class R Certificate, the holder thereof may exchange, in the manner described above, such purchaser satisfies Class R Certificate for three separate certificates, each representing such holder's respective Percentage Interest in the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller Class R-1 Interest and the Trustee an investor letter substantially in Class R-2 Interest that was evidenced by the form of Exhibit L Class R Certificate being exchanged and (ii) any subsequent transfers by such purchaser comply with respect to each Class R-X Certificate, the restrictions set forth holder thereof may exchange, in the preceding paragraphmanner 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 that was evidenced by the Class R-X Certificate being exchanged.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby Securities Administrator shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event that, subsequent Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph (or, so long as the Trustee notifies the Seller that it is unable to act Securities Administrator serves as Certificate Registrar, the Seller shall appoint another bank office of the Certificate Registrar located at Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, or trust company, having an such other office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) that the Certificate Registrar is notified by such transferee that such Certificate will be registered shall designate), the Securities Administrator on behalf of the Trust shall execute, authenticate and deliver, in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator shall execute on behalf of the Trust and authenticate and 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 held duly endorsed by, or be accompanied by such transferee in book-entry form through the Clearing Agency, and (II) such a written instrument of transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and to the Seller for inspection prior to effecting any requested transfer. The Seller and Certificate Registrar duly executed by, the Trustee may rely conclusively upon the information contained Holder thereof or his attorney duly authorized in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphwriting.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event that, subsequent Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph and, in the case of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trustee notifies on behalf of the Seller that it is unable to act as Certificate RegistrarTrust shall execute, the Seller shall appoint another bank or trust companyauthenticate and deliver, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of 124 the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, 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 and authenticate and 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 held duly endorsed by, or be accompanied by such transferee in book-entry form through the Clearing Agency, and (II) such a written instrument of transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and to the Seller for inspection prior to effecting any requested transferCertificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III FinanceIn addition, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) with respect to each Class R Certificate, the holder thereof may exchange, in the manner described above, such purchaser satisfies Class R Certificate for three separate certificates, each representing such holder's respective Percentage Interest in the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to Class R-1 Interest, the Seller Class R-2 Interest and the Trustee an investor letter substantially Class R-3 Interest, respectively, in each case that was evidenced by the form of Exhibit L Class R Certificate being exchanged and (ii) any subsequent transfers by such purchaser comply with respect to each Class R-X Certificate, the restrictions set forth holder thereof may exchange, in the preceding paragraphmanner 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, respectively, in each case that was evidenced by the Class R-X Certificate being exchanged.

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at the office or agency to be maintained by a transfer agent and registrar (which may be the Trustee) (the "Transfer Agent and Registrar") in accordance with the provisions of Section 8.16 a register (the "Certificate Registrar shall maintain a Certificate Register Register") in which, subject to such reasonable regulations as it the Trustee may prescribe, the Certificate Register Transfer Agent and Registrar shall provide for the registration of the Investor Certificates and of transfers and exchanges of the Investor Certificates as herein provided. The Company hereby appoints the Trustee as the initial Transfer Agent and Registrar for the purpose of registering the Investor Certificates and transfers and exchanges of the Investor Certificates as provided herein provided. The Company, or the Trustee, as agent for the Company, may revoke such appointment as Transfer Agent and Registrar and remove the then-acting Transfer Agent and Registrar if the Trustee or the Company (as applicable) determines in its sole discretion that the then-acting Transfer Agent and Registrar has failed to perform its obligations under this AgreementAgreement in any material respect. The then-acting Transfer Agent and Registrar shall be permitted to resign as Transfer Agent and Registrar upon 30 days' written notice to the Company, the Trustee and the Servicer; PROVIDED, HOWEVER, that such resignation shall not be effective and the Trustee shall continue to perform its duties as Transfer Agent and Registrar until the Trustee has appointed a successor Transfer Agent and Registrar reasonably acceptable to the Company and such successor Transfer Agent and Registrar has accepted such appointment. The provisions of Sections 8.1, 8.2, 8.3, 8.5 and 10.19 shall apply to the Trustee also in its role as Transfer Agent and Registrar for so long as the Trustee shall act as Transfer Agent and Registrar. The Company hereby agrees to provide the Trustee from time to time sufficient funds, on a timely basis and in accordance with and subject to Section 8.5, for the payment of any reasonable compensation payable to the Transfer Agent and Registrar for its services under this Section 5.3. The Company, Trustee and Transfer Agent and Registrar shall agree on such compensation in writing. The Trustee is hereby initially appointed Certificate Registrar for the purpose of registering Certificates and transfers and changes of Certificates as provided in this Agreement. In the event agrees that, subsequent to upon the Closing Datereceipt of such funds from the Company, it shall promptly pay the Transfer Agent and Registrar such amounts. Upon surrender for registration of transfer of any Investor Certificate at any office or agency of the Transfer Agent and Registrar maintained for such purpose, the Company shall execute, and, upon the written request of the Company, the Trustee notifies the Seller that it is unable to act as Certificate Registrarshall authenticate and deliver, the Seller shall appoint another bank or trust company, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Investor Certificates in authorized denominations of the same Series representing like aggregate Fractional Undivided Interests and which bear numbers that are not contemporaneously outstanding. At the option of an Investor Certificateholder, Investor Certificates may be exchanged for other Investor Certificates of the same Series in authorized 61 denominations of like aggregate Fractional Undivided Interests, bearing numbers that are not contemporaneously outstanding, upon surrender of the Investor Certificates to be exchanged at any such office or agency of the Transfer Agent and Registrar maintained for such purpose. Whenever any Investor Certificates of any Series are so surrendered for exchange, the Company shall execute, and, upon the written request of the Company, the Trustee shall authenticate and (unless the Transfer Agent and Registrar is different from the Trustee, in which case the Transfer Agent and Registrar shall) deliver, the Investor Certificates of such Series which the Investor Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be held accompanied by such transferee in book-entry form through the Clearing Agency, and (II) such a written instrument of transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K to the Trustee and to the Seller for inspection prior to effecting any requested transfer. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form attached to the form of Exhibit L such Investor Certificate and duly executed by the holder thereof or his attorney-in-fact duly authorized in writing delivered to the Trustee (iiunless the Transfer Agent and Registrar is different from the Trustee, in which case to the Transfer Agent and Registrar) and complying with any subsequent transfers by such purchaser comply with the restrictions requirements set forth in the preceding paragraphapplicable Supplement. No service charge shall be made for any registration of transfer or exchange of Investor Certificates, but the Transfer Agent and Registrar may require any Investor Certificateholder that is transferring or exchanging one or more Certificates to pay a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Investor Certificates. All Investor Certificates surrendered for registration of transfer and exchange shall be cancelled and disposed of in a customary manner satisfactory to the Trustee. The Company shall execute and deliver Certificates to the Trustee or the Transfer Agent and Registrar in such amounts and at such times as are necessary to enable the Trustee and the Transfer Agent and Registrar to fulfill their respective responsibilities under this Agreement and the Certificates. No interest of any Investor Certificateholder in the Receivables may be transferred other than by means of a transfer of an Investor Certificate.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee Securities Administrator is hereby initially appointed appointed, and the Securities Administrator hereby accepts its appointment as, initial Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at the event that, subsequent Corporate Trust Office of the Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph, the Trustee notifies on behalf of the Seller that it is unable to act as Certificate Registrar, the Seller Trust shall appoint another bank or trust company, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to itexecute, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered shall authenticate and deliver, in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, 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 be held by such transferee in book-entry form through execute on behalf of the Clearing AgencyTrust, and the Certificate Registrar shall authenticate and deliver the Certificates that the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (IIif so required by the Certificate Registrar) such be duly endorsed by, or be accompanied by a written instrument of transfer is satisfactory to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and Registrar duly executed Transferee's Certificate by, the Holder thereof or his attorney duly authorized in the form of Exhibit K to the Trustee and to the Seller for inspection prior to effecting any requested transfer. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphwriting.

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at the office or agency to be maintained by a transfer agent and registrar (the "Transfer Agent and Registrar"), in accordance with the provisions of Section 11.16, a register (the "Certificate Registrar shall maintain a Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, the Certificate Register 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 provided in this Agreementherein provided. The Trustee is hereby initially appointed Certificate Transfer Agent and Registrar for the purpose purposes of registering the Investor Certificates and transfers and changes exchanges of the Investor Certificates as provided herein provided. If any form of Investor Certificate is issued as a Global Certificate, the 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, the Trustee shall appoint a co‑transfer agent and co‑registrar in Luxembourg or another European city. Any reference in this AgreementAgreement to the Transfer Agent and Registrar shall include any co‑transfer agent and co‑registrar unless the context otherwise requires. The Trustee shall be permitted to resign as Transfer Agent and Registrar upon 30 days' written notice to the Servicer and the Transferor. In the event that, subsequent to that the Closing DateTrustee shall no longer be the Transfer Agent and Registrar, the Trustee notifies shall appoint a successor Transfer Agent and Registrar. Upon surrender for registration of transfer of any Certificate at any office or agency of the Seller that it is unable to act as Certificate Transfer Agent and Registrar, the Seller Transferor shall appoint another bank or trust companyexecute, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing subject to act in accordance with the provisions of this Agreement applicable to itsubsection 6.03(c), and otherwise acceptable to the TrusteeTrustee shall authenticate and deliver, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates in authorized denominations of like aggregate Undivided Interests; provided, that the provisions of this paragraph shall not apply to Bearer Certificates. At the option of an Investor Certificateholder, Investor Certificates may be exchanged for other Investor Certificates of the same Series in authorized denominations of like aggregate Undivided Interests, upon surrender of the Investor Certificates to be exchanged at any office or agency of the Transferor Agent and Registrar. 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 Bearer Certificateholder, subject to applicable laws and regulations (including without limitation, 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 6.03 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 Transferor shall execute, and the Trustee shall authenticate and (unless the Transfer Agent and Registrar is different than the Trustee, in which case the Transfer Agent and Registrar shall) deliver, the Investor Certificates of such Series which the Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be held accompanied by such transferee a written instrument of transfer in book-entry a form through the Clearing Agency, and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and to the Seller for inspection prior to effecting any requested transferTransfer Agent and Registrar duly executed by the Certificateholder thereof or its attorney‑in‑fact duly authorized in writing. The Seller and preceding provisions of this Section 6.03 notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction be, shall not be deemed required to prohibit register the purchase 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 shall be made for any registration of transfer or exchange of Certificates, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Investor Certificates (together with any Coupons attached to Bearer Certificates) surrendered for registration of transfer and exchange shall be canceled by III Finance, Ltd, III Limited Partnership the Transfer Agent and Registrar and disposed of in a manner satisfactory to the Trustee. The Trustee shall cancel and destroy the Global Certificates upon its exchange in full for Definitive Certificates and shall deliver a certificate of destruction to the Transferor. Such certificate shall also state that a certificate or any affiliates certificates of either each Foreign Clearing Agency to the effect referred to in Section 6.13 was received with respect to each portion of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 Global Certificate exchanged for Definitive Certificates. The Transferor shall execute and delivers deliver to the Seller Trustee or the Transfer Agent and Registrar, as applicable, Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphCertificates.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event that, subsequent Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph and, in the case of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trustee notifies on 128 behalf of the Seller that it is unable to act as Certificate RegistrarTrust shall execute, the Seller shall appoint another bank or trust companyauthenticate and deliver, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, 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 and authenticate and 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 held duly endorsed by, or be accompanied by such transferee in book-entry form through the Clearing Agency, and (II) such a written instrument of transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and to the Seller for inspection prior to effecting any requested transferCertificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III FinanceIn addition, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) with respect to each Class R Certificate, the holder thereof may exchange, in the manner described above, such purchaser satisfies Class R Certificate for three separate certificates, each representing such holder's respective Percentage Interest in the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to Class R-1 Interest, the Seller Class R-2 Interest and the Trustee an investor letter substantially Class R-3 Interest, respectively, in each case that was evidenced by the form of Exhibit L Class R Certificate being exchanged and (ii) any subsequent transfers by such purchaser comply with respect to each Class R-X Certificate, the restrictions set forth holder thereof may exchange, in the preceding paragraphmanner 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, respectively, in each case that was evidenced by the Class R-X Certificate being exchanged.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby Trust Administrator shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In the event that, subsequent to the Closing Date, the Trustee notifies the Seller that it is unable to act as Upon surrender for registration of transfer of any Certificate Registrar, the Seller shall appoint another bank or trust company, having an at any office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by maintained for such transferee that such Certificate will purpose pursuant to the foregoing paragraph which office shall initially be registered the offices of the Trust Administrator’s agent located at Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Corporate Trust Services Soundview Homes Loan Trust 2006-EQ2 and, in the case of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trust Administrator on behalf of the Trust shall execute, authenticate and deliver, in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trust Administrator shall execute on behalf of the Trust and authenticate and 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 Trust Administrator or the Certificate Registrar) be held duly endorsed by, or be accompanied by such transferee in book-entry form through a written instrument of transfer satisfactory to the Clearing Agency, Trust Administrator and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and Registrar duly executed Transferee's Certificate by, the Holder thereof or his attorney duly authorized in the form of Exhibit K to the Trustee and to the Seller for inspection prior to effecting any requested transferwriting. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III FinanceIn addition, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) with respect to each Class R Certificate, the holder thereof may exchange, in the manner described above, such purchaser satisfies Class R Certificate for four separate certificates, each representing such holder’s respective Percentage Interest in the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to Class R-1 Interest, the Seller Class R-2 Interest and the Trustee an investor letter substantially in Class R-3 Interest that was evidenced by the form of Exhibit L Class R Certificate being exchanged and (ii) any subsequent transfers by such purchaser comply with respect to each Class R-X Certificate, the restrictions set forth holder thereof may exchange, in the preceding paragraphmanner 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 Trust shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.9, a register (the “Certificate Registrar shall maintain a Certificate Register Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Trust shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this AgreementCertificates. The Trustee is hereby initially appointed shall be the “Certificate Registrar Registrar” for the purpose of registering Certificates and the transfers and changes of Certificates as provided in this Agreementherein provided. In Upon any resignation of any Certificate Registrar, RFS Holding shall promptly appoint a successor or, if it elects not to make such an appointment, assume the event thatduties of the Certificate Registrar. Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.9, subsequent to if the Closing Daterequirements of Section 8-401(a) of the UCC are met, the Trustee notifies shall execute, authenticate and deliver, in the Seller that it is unable name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations, of a like aggregate amount upon surrender of the Certificates to act as Certificate Registrar, be exchanged at the Seller shall appoint another bank or trust company, having an office or agency located in maintained pursuant to Section 3.9. Whenever any Certificates are so surrendered for exchange, if the Borough requirements of ManhattanSection 8-401(a) of the UCC are met, The City the Trustee shall execute, authenticate and deliver the Certificates that the Holder making the exchange is entitled to receive. All Certificates issued upon any registration of New York, agreeing transfer or exchange of Certificates shall be entitled to act in accordance with the provisions of same benefits under this Agreement applicable to itas the Certificates surrendered upon such registration of transfer or exchange. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, and otherwise acceptable or be accompanied by a written instrument of transfer in form satisfactory to the Trustee, to act as successor Trustee and the Certificate Registrar under this Agreementduly executed by, the Holder thereof or his attorney duly authorized in writing. No transfer of a Certificate shall be made registered unless (I) (a) such transfer the transferee shall have provided an opinion of counsel that no registration is made pursuant to an effective registration statement required under the Securities Act and any Act, or applicable state securities laws laws. Each Certificate surrendered for registration of transfer or (b) (i) such exchange shall be canceled and subsequently disposed of by the Trustee in accordance with its customary practice. No service charge shall be made to a Holder for any registration of transfer is exempt from or exchange of Certificates, but the registration requirements under the Securities Act and such state securities laws Trustee or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency or its nominee and shall be held by such transferee in book-entry form through the Clearing Agency, and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser may require payment of a non-registered Certificate not held sum sufficient to cover any tax or other governmental charge that may be imposed in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form connection with any registration of Exhibit K to the Trustee and to the Seller for inspection prior to effecting any requested transfer. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence transfer or exchange of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphCertificates.

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at the office or agency to be maintained by a transfer agent and registrar (the "Transfer Agent and Registrar") in accordance with the provisions of Section 11.15, a register (the "Certificate Registrar shall maintain a Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Transfer Agent and Registrar shall provide for the registration of 82 88 the Investor Certificates of each Series (unless otherwise provided in the related Supplement) and of transfers and exchanges of the Investor Certificates as provided herein provided. Whenever reference is made in this AgreementAgreement to the transfer or exchange of the Certificates by the Trustee, such reference shall be deemed to include the transfer or exchange on behalf of the Trustee by a Transfer Agent and Registrar. The Trustee is hereby initially appointed Certificate Transfer Agent and Registrar for the purpose purposes of registering the Investor Certificates and transfers and changes exchanges of the Investor Certificates as provided herein provided. If any form of Investor Certificate is issued as a Global Certificate, the Trustee may, or if and so long as any Series of Investor Certificates are listed on a stock exchange and such exchange shall so require, the Trustee shall appoint a co-transfer agent and registrar, which will also be a co-paying agent, in such city as the Transferor may specify. Any reference in this AgreementAgreement to the Transfer Agent and Registrar shall include any co-transfer agent and registrar unless the context otherwise requires. The Trustee shall be permitted to resign as Transfer Agent and Registrar upon 30 days' written notice to the Servicer. In the event that, subsequent to the Closing Date, that the Trustee notifies shall no longer be the Seller that it is unable to act as Certificate Transfer Agent and Registrar, the Seller Transferor shall appoint another bank or trust company, having an a successor Transfer Agent and Registrar. Upon surrender for registration of transfer of any Certificate at any office or agency located in of the Borough of ManhattanTransfer Agent and Registrar maintained for such purposes, The City of New Yorkthe Transferor shall execute, agreeing subject to act in accordance with the provisions of this Agreement applicable to itsubsection 6.3(c), and otherwise acceptable to the Trustee shall authenticate and, unless the Transfer Agent and Registrar is different than the Trustee, to act as successor Certificate in which case the Transfer Agent and Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered shall, deliver, in the name of the Clearing Agency designated transferee or its nominee and transferees, one or more new Certificates in authorized denominations of like aggregate Undivided Interests; PROVIDED, HOWEVER, that the provisions of this paragraph shall not apply to Bearer Certificates. At the option of any Holder of Registered Certificates, Registered Certificates may be held by such transferee exchanged for other Registered Certificates of the same Series in book-entry form through the Clearing Agency, and (II) such transfer is to a Person that satisfies the requirements authorized denominations of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate like aggregate Undivided Interests in the form of Exhibit K to the Trustee and to the Seller for inspection prior to effecting any requested transfer. The Seller and the Trustee may rely conclusively Trust, upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either surrender of the foregoing, provided that (i) such purchaser satisfies Registered Certificates to be exchanged at any office or agency of the requirements of paragraph (a)(2)(i) of Rule 3a-7 Transfer Agent and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraph.Registrar maintained for such

Registration of Transfer and Exchange of Certificates. The Pass Through Trustee shall cause to be kept at the Corporate Trust Office or the office or agency to be maintained by it in accordance with the provisions of Section 7.12 a register (athe "Register") The Certificate Registrar shall maintain a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Pass Through Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Pass Through Trustee is hereby shall initially appointed Certificate Registrar be the registrar (the "Registrar") for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at the event that, subsequent to the Closing DateCorporate Trust Office or such other office or agency, the Pass Through Trustee notifies the Seller that it is unable to act as Certificate Registrarshall execute, the Seller shall appoint another bank or trust companyauthenticate and deliver, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate Fractional Undivided Interest. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate Fractional Undivided Interest, 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 shall execute, authenticate and deliver the Certificates 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 or accompanied by a written instrument of transfer in form satisfactory to the Pass Through Trustee and the Registrar duly executed by the Certificateholder thereof or its nominee and attorney duly authorized in writing. No service charge shall be held by such transferee in book-entry form through the Clearing Agency, and (II) such transfer is made to a Person that satisfies Certificateholder for any registration of transfer or exchange of Certificates, but the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser Pass Through Trustee shall require payment of a non-registered Certificate not held sum sufficient to cover any tax or governmental charge that may be imposed in book-entry form connection with any transfer or exchange of Certificates. All Certificates surrendered for registration of transfer and exchange shall deliver a completed be canceled and duly executed Transferee's Certificate in subsequently destroyed by the form of Exhibit K Pass Through Trustee. The Pass Through Trustee shall provide the Companies with written certification as to the Trustee and to the Seller for inspection prior to effecting any requested transfer. The Seller and the Trustee may rely conclusively upon the information contained in any destruction of all such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphCertificates.

Registration of Transfer and Exchange of Certificates. The ----------------------------------------------------- Trustee shall cause to be kept at the office or agency to be maintained by it in accordance with the provisions of Section 7.12 a register (athe "Register") The Certificate Registrar shall maintain a Certificate Register for each series of Certificates in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Trustee shall provide for the registration of Certificates of such series and of transfers and exchanges of such Certificates as provided in this Agreementherein provided. The Trustee is hereby shall initially appointed Certificate Registrar be the registrar (the "Registrar") for the purpose of registering Certificates of each series and transfers and changes exchanges of such Certificates as provided herein provided. If a Person other than the Trustee is appointed by the Company as the Registrar, the Company will give the Trustee prompt written notice of the appointment of such Registrar and of the location, and any change in this Agreement. In the event thatlocation, subsequent of the Register, and the Trustee shall have the right to inspect the Register at all reasonable times and to obtain copies thereof, and the Trustee shall have the right to conclusively rely upon an Officer's Certificate executed on behalf of the Registrar as to the Closing Datenames and addresses of the Certificateholders and the principal amounts and numbers of such Certificates. Upon surrender for registration of transfer of any Certificate at the Corporate Trust Office or such other office or agency, the Trustee notifies the Seller that it is unable to act as Certificate Registrarshall execute, the Seller shall appoint another bank or trust companyauthenticate and deliver, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of like series, in authorized denominations of a like aggregate Fractional Undivided Interest. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of like series, in authorized denominations and of a like aggregate Fractional Undivided Interest, 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, authenticate and deliver the Certificates that the Certificateholder making the exchange is entitled to receive. All Certificates issued upon any registration of transfer or exchange of Certificates shall be held by such transferee in book-entry form through valid obligations of the Clearing AgencyTrust, evidencing the same interest therein, and (II) entitled to the same benefits under this Basic Agreement and the related Trust Supplement, as the Certificates surrendered upon such registration of transfer is to or exchange. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a Person that satisfies written instrument of transfer stating the requirements name of paragraph (a) (2) (ii) the proposed transferee and otherwise complying with the terms of Rule 3a-7 as then this Basic Agreement and the related Trust Supplement, including evidence of compliance with any restrictions on transfer, in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and the Registrar duly executed by the Certificateholder thereof or its attorney duly authorized in writing. No such transfer shall be effected until, and such transferee shall succeed to the Seller rights of a Certificateholder only upon, final acceptance and registration of the transfer by the Registrar in the Register. Prior to the registration of any transfer by a Certificateholder as provided herein, the Trustee shall treat the Person in whose name the Certificate is registered as the owner thereof for inspection prior to effecting any requested transfer. The Seller all purposes, and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge shall not be affected by notice to the contrary. Each Certificate Owner When Certificates are presented to the Registrar with a request to register the transfer or to exchange them for an equal face amount of Certificates of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges in accordance with the terms, conditions and restrictions hereof, the Trustee shall execute and authenticate Certificates at the Registrar's request. No service charge shall be deemed made to have agreed a Certificateholder for any registration of transfer or exchange of Certificates, but the Trustee shall require payment of a sum sufficient to these restrictions on transfercover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The foregoing restriction All Certificates surrendered for registration of transfer and exchange shall not be deemed to prohibit canceled and subsequently destroyed by the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of Trustee. Notwithstanding the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers any Global Certificate shall be exchangeable pursuant to the Seller and the Trustee an investor letter substantially this Section 3.03 or Section 3.04 or 3.07 for Certificates registered in the form name of, and a transfer of a Global Certificate may be registered to, any Person other than the Clearing Agency for such Certificate or its nominee only pursuant to Section 3.09 of this Basic Agreement. Notwithstanding any other provision of this Basic Agreement, any Certificate authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any Global Certificate shall also be a Global Certificate and bear the legend specified in Exhibit L A hereto except for any Certificate authenticated and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth delivered in the preceding paragraph.exchange for, or upon registration of transfer of, a Global Certificate pursuant to Section 3.09

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at the office or agency to be maintained in accordance with the provisions of Section 11.16 hereof a register (the "Certificate Registrar shall maintain a Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, a transfer agent and registrar (which shall initially be the Certificate Register Trustee) (the "Transfer Agent and Registrar") shall provide for the registration of the Registered Certificates and transfers the Variable Funding Certificate and of transfers, pledges and exchanges of such Certificates as provided in this Agreementherein provided. The Trustee is hereby Transfer Agent and Registrar shall initially appointed Certificate Registrar for the purpose of registering Certificates and transfers and changes of Certificates as provided in this Agreement. In the event that, subsequent to the Closing Date, be the Trustee notifies and any co-transfer agent and co-registrar chosen by the Seller that it is unable to act as Certificate Registrar, the Seller shall appoint another bank or trust company, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, Depositor and otherwise 'SS' 6.04 acceptable to the Trustee. So long as (x) the Trustee does not have an office in New York City and (y) any Investor Certificates or the Variable Funding Certificate is outstanding, the Depositor shall maintain a co-transfer agent and co-registrar in New York City. Any reference in this Agreement to act as successor Certificate the Transfer Agent and Registrar under this Agreementshall include any co-transfer agent and co-registrar unless the context requires otherwise. No Subject to subsection (c) below, upon surrender for registration of transfer of a any Registered Certificate at any office or agency of the Transfer Agent and Registrar maintained for such purpose, one or more new Registered Certificates (of the same Series and Class) in authorized denominations of like aggregate fractional undivided interests in the Investors' Interest shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act executed, authenticated and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered delivered, in the name of the Clearing Agency designated transferee or its nominee transferees. At the option of a Registered Certificateholder, Registered Certificates (of the same Series and Class) may be exchanged for other Registered Certificates of authorized denominations of like aggregate fractional undivided interests in the Investors' Interest, upon surrender of the Registered Certificates to be exchanged at any such office or agency. Registered Certificates, including Registered Certificates received in exchange for Bearer Certificates, may not be exchanged for Bearer Certificates. At the option of the Holder of a Bearer Certificate, subject to applicable laws and regulations, Bearer Certificates may be exchanged for other Bearer Certificates or Registered Certificates (of the same Series and Class) of authorized denominations of like aggregate fractional undivided interests in the Investors' Interest, 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 6.04 shall have attached thereto all unmatured Coupons; provided, that any Bearer Certificate, so surrendered after the close of business on the Record Date preceding the relevant payment date or distribution date after the expected final payment date need not have attached the Coupon relating to such payment date or distribution date (in each case, as specified in the applicable Supplement). The preceding provisions of this Section 6.04 notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case may be, shall not be required to register the transfer of or exchange any Certificate for a period of fifteen (15) days preceding the due date for any payment with respect to the Certificate. Whenever any Investor Certificates are so surrendered for exchange, the Trustee shall execute, on behalf of the Trust, and authenticate and the Transfer Agent and Registrar shall deliver (in the case of Bearer Certificates, outside the United States) 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 held accompanied by such transferee a written instrument of transfer in booka form satisfactory to the Trustee 'SS' 6.04 or the Transfer Agent and Registrar duly executed by the Certificateholder or the attorney-entry form through in-fact thereof duly authorized in writing. Unless otherwise provided in the Clearing Agencyrelated Supplement, no service charge shall be made for any registration of transfer or exchange of Investor Certificates, but the Transfer Agent and (II) Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any such transfer is or exchange. All Investor Certificates (together with any Coupons) surrendered for registration of transfer and exchange or for payment shall be canceled and disposed of in a manner satisfactory to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then Trustee. The Trustee shall cancel and destroy any Global Certificate upon its exchange in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a nonfull for Definitive Euro-registered Certificate not held in book-entry form Certificates and shall deliver a completed and duly executed Transferee's certificate of destruction to the Depositor. Such certificate shall also state that a certificate or certificates of a Foreign Clearing Agency to the effect referred to in Section 6.11 hereof was received with respect to each portion of the Global Certificate in the form of Exhibit K exchanged for Definitive Euro-Certificates. The Depositor shall deliver to the Trustee Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to enable the Seller for inspection prior Trustee to effecting any requested transfer. The Seller fulfill its responsibilities under this Agreement and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphCertificates.

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at the office or agency to be maintained in accordance with the provisions of Section 11.16 a register (the "Certificate Registrar shall maintain a Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, a transfer agent and registrar (which shall initially be the Certificate Register Trustee) (the "Transfer Agent and Registrar") shall provide for the registration of the Registered Certificates and of transfers and exchanges of the Registered Certificates as provided in this Agreementherein provided. The Transfer Agent and Registrar shall initially be the Trustee is hereby initially appointed Certificate Registrar for and any co-transfer agent and co-registrar chosen by the purpose of registering Certificates Seller and transfers and changes of Certificates as provided in this Agreement. In the event that, subsequent acceptable to the Closing Date, the Trustee notifies the Seller that it is unable to act Trustee. So long as Certificate Registrarany Investor Certificates are outstanding, the Seller shall appoint another bank or trust companymaintain a co-transfer agent and co-registrar in New York City. Any reference in this Agreement to the Transfer Agent and Registrar shall include any co-transfer agent and co-registrar unless the context requires otherwise. Subject to paragraph (c) below, having an upon surrender for registration of transfer of any Registered Certificate at any office or agency located of the Transfer Agent and Registrar maintained for such purpose, one or more new Registered Certificates (of the same Series and Class) in authorized denominations of like aggregate fractional undivided interests in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate Certificateholders' Interest shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act executed, authenticated and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered delivered, in the name of the Clearing Agency designated transferee or its nominee transferees. At the option of a Registered Certificateholder, Registered Certificates (of the same Series and Class) may be exchanged for other Registered Certificates of authorized denominations of like aggregate fractional undivided interests in the Certificateholders' Interest, upon surrender of the Registered Certificates to be exchanged at any such office or agency; Registered Certificates, including Registered Certificates received in exchange for Bearer Certificates, may not be exchanged for Bearer Certificates. At the option of the Holder of a Bearer Certificate, subject to applicable laws and regulations, Bearer Certificates may be exchanged for other Bearer Certificates or Registered Certificates (of the same Series and Class) of authorized denominations of like aggregate fractional undivided interests in the Certificateholders' Interest, 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 shall have attached thereto all unmatured Coupons; provided that any Bearer Certificate, so surrendered after the close of business on the Record Date preceding the relevant payment date or distribution date after the expected final payment date need not have attached the Coupon relating to such payment date or distribution date (in each case, as specified in the applicable Supplement). The preceding provisions of this Section notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case may be, shall not be required to register the transfer or exchange of any Certificate for a period of 15 days preceding the due date for any payment with respect to the Certificate. Whenever any Investor Certificates are so surrendered for exchange, the Seller shall execute, the Trustee shall authenticate and the Transfer Agent and Registrar shall deliver (in the case of Bearer Certificates, outside the United States) the Investor Certificates which the Investor Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be held accompanied by such transferee a written instrument of transfer in booka form satisfactory to the Trustee or the Transfer Agent and Registrar duly executed by the Investor Certificateholder or the attorney-entry form through in-fact thereof duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Investor Certificates, but the Clearing Agency, Transfer Agent and (II) Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any such transfer is or exchange. All Investor Certificates (together with any Coupons) surrendered for registration of transfer and exchange or for payment shall be canceled and disposed of in a manner satisfactory to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then Trustee. The Trustee shall cancel and destroy any Global Certificate upon its exchange in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a nonfull for Definitive Euro-registered Certificate not held in book-entry form Certificates and shall deliver a completed certificate of destruction to the Seller. Such certificate shall also state that a certificate or certificates of a Foreign Clearing Agency to the effect referred to in Section 6.11 was received with respect to each portion of the Global Certificate exchanged for Definitive Euro-Certificates. The Seller shall execute and duly executed Transferee's Certificate in the form of Exhibit K deliver to the Trustee Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to enable the Seller for inspection prior Trustee to effecting any requested transfer. The Seller fulfill its responsibilities under this Agreement and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphCertificates.

Registration of Transfer and Exchange of Certificates. (a) The At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar shall maintain a Certificate Register in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby Wells Fargo Bank,. N.A., located at Wells Fargo Center, Sixth Street anx Xxxquette Avenue, Minneapolis, Minxxxxxa 55479, Attentxxx: Xxxxxxxxx Xxxxx Xxxxxxxx - X.X. Xxxxxx 0000-XXX00, xx xxxxby initially appointed Certificate Registrar for the Regisxxxx xxx xxe purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In the event thatThe Certificate Registrar may appoint, subsequent by a written instrument delivered to the Closing DateDepositor, the Trustee notifies Trustee, the Seller that it is unable Co-Trustee, the Special Servicer and the Master Servicers, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. The Depositor, the Trustee, the Master Servicers and the Special Servicer shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Seller shall appoint another bank or trust companyMaster Servicers, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act Co-Trustee, the Special Servicer and any applicable state securities laws agent of any of them shall not be affected by any notice or (b) (i) knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) Certificate to the Certificate Registrar is notified at its office maintained at Wells Fargo Bank, N.A., Wells Fargo Center, Sixth Street and Marquette Xxxxxe, Minneapolis, Minxxxxxa 55479, Attentxxx: Xxxxxxxxx Xxxxx Xxxxxxxx - X.X. Xxxxxx 0000-XXX00 (xxx "Xxgistrar Office") together with an assignxxxx xxx xxansfer (executed by such transferee that such the Holder or his duly authorized attorney). Subject to the requirements of Sections 5.02(b), (c) and (d), the Certificate will be registered Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the Clearing Agency designated transferee or its nominee and transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be held delivered by such transferee the Certificate Registrar in book-entry form through the Clearing Agency, and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K to the Trustee and to the Seller for inspection prior to effecting any requested transfer. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contraryaccordance with Section 5.02(e). Each Certificate Owner surrendered for registration of transfer shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Financecanceled, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially Certificate Registrar shall hold such canceled Certificates in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply accordance with the restrictions set forth in the preceding paragraphits standard procedures.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event that, subsequent Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph which office shall initially be the offices of the Trustee's agent located at c/o DTC Transfer Agent Services, 00 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, New York, New York 10041 and, in the case of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trustee notifies on behalf of the Seller that it is unable to act as Certificate RegistrarTrust shall execute, the Seller shall appoint another bank or trust companyauthenticate and deliver, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, 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 and authenticate and 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 held duly endorsed by, or be accompanied by such transferee in book-entry form through the Clearing Agency, and (II) such a written instrument of transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and to the Seller for inspection prior to effecting any requested transferCertificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III FinanceIn addition, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) with respect to each Class R Certificate, the holder thereof may exchange, in the manner described above, such purchaser satisfies Class R Certificate for three separate certificates, each representing such holder's respective Percentage Interest in the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller Class R-1 Interest and the Trustee an investor letter substantially Class R-2 Interest, respectively, in each case that was evidenced by the form of Exhibit L Class R Certificate being exchanged and (ii) any subsequent transfers by such purchaser comply with respect to each Class R-X Certificate, the restrictions set forth holder thereof may exchange, in the preceding paragraphmanner 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. (a) The Certificate Registrar Trustee shall maintain cause to be kept at an office or agency in the city in which the Corporate Trust Office of the Trustee is located a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided herein provided. At the option of the Certificateholders, Certificates may be exchanged for other Certificates of authorized denominations of a like Class, tenor and aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange the Sponsor shall execute and the Trustee shall authenticate, countersign and 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 this Agreement. In the event that, subsequent form satisfactory to the Closing DateTrustee and the Certificate Registrar duly executed by, the Trustee notifies the Seller that it is unable to act as Certificate Registrar, the Seller shall appoint another bank Holder thereof or trust company, having an office or agency located his attorney duly authorized in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreementwriting. No transfer of a Private Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under of the Securities Act of 1933, as amended, and such any applicable state securities laws or is made in accordance with said Act and laws. In the event of any such transfer, (i) unless such transfer is made in reliance upon Rule 144A under the 1933 Act, the Trustee or the Sponsor may require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee and the Sponsor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee or the Sponsor and (ii) the Trustee shall require the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Sponsor and the Trustee certifying to the Sponsor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee or the Sponsor. The Holder of a Private Certificate Registrar desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Sponsor against any liability that may result if the transfer is notified by not so exempt or is not made in accordance with such transferee that such Certificate will be federal and state laws. Except as provided below, the Book-Entry Certificates shall at all times remain registered in the name of the Clearing Agency Depository or its nominee and at all times: (i) registration of the Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall be held by such transferee in maintain book-entry form through the Clearing Agency, and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K records with respect to the Trustee Certificate Owners and with respect to the Seller for inspection prior to effecting any requested transfer. The Seller ownership and the Trustee may rely conclusively upon the information contained in any transfers of such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraph.Book-Entry Certificates;

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Eligible Lender Trustee shall provide for the registration of the Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Eligible Lender Trustee is hereby initially appointed Certificate Registrar for shall be the purpose of registering Certificates and transfers and changes of Certificates as provided in this Agreement. In the event that, subsequent to the Closing Date, the Trustee notifies the Seller that it is unable to act as initial Certificate Registrar, . Upon surrender for registration of transfer of any Certificate at the Seller shall appoint another bank or trust company, having an office or agency located in maintained pursuant to Section 3.08, the Borough of ManhattanEligible Lender Trustee shall execute, The City authenticate and deliver (or shall cause First Chicago Trust Company of New YorkYork as its authenticating agent to authenticate and deliver), agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee and transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Eligible Lender Trustee or any authenticating agent. At the option of a Certificateholder , Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.08. Every Certificate presented or surrendered for registration of transfer or exchange shall be held accompanied by a written instrument of transfer in form satisfactory to the Eligible Lender Trustee and the Certificateholder or his attorney duly authorized in writing, with such transferee in book-entry form through the Clearing Agency, and (II) such transfer is to a Person that satisfies signature guaranteed by an "eligible guarantor institution" meeting the requirements of paragraph the Certificate Registrar, which requirements include membership or participation in Securities Transfer Agents' 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. Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Eligible Lender Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Certificates, but the Eligible Lender 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 of Certificates. The preceding provisions of this Section notwithstanding, the Eligible Lender Trustee shall not be required to make and the Certificate Registrar need not register transfers or exchanges of Certificates for a period of 15 days preceding any Quarterly Payment Date with respect to the Certificates. The Certificates and any beneficial interest in such Certificates may not be acquired by (a) an employee benefit plan (2) (iias defined in Section 3(3) of Rule 3a-7 as then ERISA) that is subject to the provisions of Title I of ERISA, (b) a plan described in effect Section 4975(e)(1) of the Code or (c) any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser entity whose underlying assets include plan assets by reason of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transfereeplan's Certificate investment in the form of Exhibit K to entity (each, a "BENEFIT PLAN"). By accepting and holding a Certificate or an interest therein, the Trustee and to the Seller for inspection prior to effecting any requested transfer. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner Certificateholder thereof shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall represented and warranted that it is not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragrapha Benefit Plan.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event that, subsequent Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph and, in the case of a Class R Certificate, upon satisfaction of the conditions set forth below, the Trustee notifies on behalf of the Seller that it is unable to act as Certificate RegistrarTrust shall execute, the Seller shall appoint another bank or trust companyauthenticate and deliver, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. 121 At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, 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 and authenticate and 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 held duly endorsed by, or be accompanied by such transferee in book-entry form through the Clearing Agency, and (II) such a written instrument of transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. In addition, with respect to each Class R Certificate, the Seller holder thereof may exchange, in the manner described above, such Class R Certificate for inspection prior to effecting any requested transfer. The Seller three separate certificates, each representing such holder's respective Percentage Interest in the Class R-1 Interest, the Class R-2 Interest and the Trustee may rely conclusively upon Class R-3 Interest, respectively, in each case that was evidenced by the information contained in any such certificate in the absence of knowledge to the contrary. Each Class R Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphbeing exchanged.

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at the office or agency to be maintained in accordance with the provisions of Section 11.16 a register (the "Certificate Registrar shall maintain a Certificate Register Register") in which, subject to such reasonable reasonable' regulations as it may prescribe, a transfer agent and registrar (which shall initially be the Certificate Register Trustee) (the "Transfer Agent and Registrar") shall provide for the registration of the Registered Certificates and of transfers and exchanges of the Registered Certificates as provided in this Agreementherein provided. The Transfer Agent and Registrar shall initially be the Trustee is hereby initially appointed Certificate Registrar for and any co-transfer agent and co-registrar chosen by the purpose of registering Certificates Seller and transfers and changes of Certificates as provided in this Agreement. In the event that, subsequent acceptable to the Closing Date, the Trustee notifies the Seller that it is unable to act Trustee. So long as Certificate Registrarany Investor Certificates are outstanding, the Seller shall appoint another bank or trust companymaintain a co-transfer agent and co-registrar in New York City. Any reference in this Agreement to the Transfer Agent and Registrar shall include any cotransfer agent and coregistrar unless the context requires otherwise. Subject to paragraph (c) below, having an upon surrender for registration of transfer of any Registered Certificate at any office or agency located of the Transfer Agent and Registrar maintained for such purpose, one or more new Registered Certificates (of the same Series and Class) in authorized denominations of like aggregate fractional undivided interests in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate Certificateholders' Interest shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act executed, authenticated and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered delivered, in the name of the Clearing Agency designated transferee or its nominee transferees. At the option of a Registered Certificateholder, Registered Certificates (of the same Series and Class) may be exchanged for other Registered Certificates of authorized denominations of like aggregate fractional undivided interests in the Certificateholders' Interest, upon surrender of the Registered Certificates to be exchanged at any such office or agency; 56 Registered Certificates, including Registered Certificates received in exchange for Bearer Certificates, may not be exchanged for Bearer Certificates. At the option of the Holder of a Bearer Certificate, subject to applicable laws and regulations, Bearer Certificates may be exchanged for other Bearer Certificates or Registered Certificates (of the same Series and Class) of authorized denominations of like aggregate fractional undivided interests in the Certificateholders' Interest, 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 shall have attached thereto all unmatured Coupons; provided that any Bearer Certificate, so surrendered after the close of business on the Record Date preceding the relevant payment date or distribution date after the expected final payment date need not have attached the Coupon relating to such payment date or distribution date (in each case, as specified in the applicable Supplement). The preceding provisions of this Section notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case may be, shall not be required to register the transfer of or exchange any Certificate for a period of 15 days preceding the due date for any payment with respect to the Certificate. Whenever any Investor Certificates are so surrendered for exchange, the Seller shall execute, the Trustee shall authenticate and the Transfer Agent and Registrar shall deliver (in the case of Bearer Certificates, outside the United States) the Investor Certificates which the Investor Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be held accompanied by such transferee a written instrument of transfer in booka form satisfactory to the Trustee or the Transfer Agent and Registrar duly executed by the Investor Certificateholder or the attorney-entry form through in-fact thereof duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Investor Certificates, but the Clearing Agency, Transfer Agent and (II) Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any such transfer is or exchange. All Investor Certificates (together with any Coupons) surrendered for registration of transfer and exchange or for payment shall be canceled and disposed of in a manner satisfactory to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then Trustee. The Trustee shall cancel and destroy any Global Certificate upon its exchange in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a nonfull for Definitive Euro-registered Certificate not held in book-entry form Certificates and shall deliver a completed certificate of destruction to the Seller. Such certificate shall also state that a certificate or certificates of a Foreign Clearing Agency to the effect referred to in Section 6.11 was received with respect to each portion of the Global Certificate exchanged for Definitive Euro-Certificates. The Seller shall execute and duly executed Transferee's Certificate in the form of Exhibit K deliver to the Trustee Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to enable the Seller for inspection prior Trustee to effecting any requested transfer. The Seller fulfill its responsibilities under this Agreement and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphCertificates.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. Wilmington Trust Company shall be the initial Certificate Registrar. The Trustee is hereby initially appointed Certificate Registrar for shall provide the purpose Indenture Trustee with a list of registering Certificates the names and transfers and changes addresses of Certificates as provided in this Agreement. In the event that, subsequent to Certificateholder(s) on the Closing Date. Upon any transfers of Certificates, the Trustee notifies Certificate Registrar shall notify the Seller that it is unable to act as Certificate RegistrarServicer, the Seller shall appoint another bank or trust companyInsurer and the Indenture Trustee of the name and address of the transferee in writing, having an by facsimile, on the day of such transfer. Upon surrender for registration of transfer of any Certificate at the office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made maintained pursuant to an effective registration statement under Section 3.8, the Securities Act Owner Trustee shall execute, authenticate and any applicable state securities laws deliver (or (b) (i) such transfer is exempt from the registration requirements under the Securities Act shall cause its authenticating agent to authenticate and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered deliver), in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates in authorized denominations of a like class and aggregate Certificate Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Every Certificate presented or surrendered for registration of transfer or exchange shall be held accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such transferee in book-entry form through the Clearing Agency, and (II) such transfer is to a Person that satisfies signature guaranteed by an "eligible guarantor institution" meeting the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then the Certificate Registrar, which requirements include membership or participation in effect or any successor rule the Securitie Transfer Agent's Medallion Program ("Rule 3a-7STAMP") under or such other "signature guarantee program" as may be determined by the Investment Company Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. Each prospective purchaser 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 shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a non-registered Certificate not held sum sufficient to cover any tax or governmental charge that may be imposed in book-entry form shall deliver a completed and duly executed Transferee's Certificate in connection with any transfer or exchange of Certificates. Notwithstanding the form preceding provisions of Exhibit K to this Section 3.4, the Owner Trustee and to the Seller for inspection prior to effecting any requested transfer. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed required to prohibit make, and the purchase Certificate Registrar shall not be required to register, transfers or exchanges of Certificates for a period of fifteen (15) days preceding the due date for any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates payment with respect to the Certificates. In furtherance of either and not in limitation of the foregoing, provided each Certificateholder, by acceptance of its Certificate, specifically acknowledges that (i) it has no right to or interest in any monies at any time held pursuant to the Reserve Account Agreement or prior to the release of such purchaser satisfies the requirements of paragraph (a)(2)(imonies pursuant to Section 4.6(b) of Rule 3a-7 the Sale and delivers Servicing Agreement, such monies being held in trust for the benefit of the Noteholders and the Insurer. Notwithstanding the foregoing, in the event that it i ever determined that the monies held in the Reserve Account constitute a pledge of collateral, then the provisions of the Sale and Servicing Agreement and the Reserve Account Agreement shall be considered to constitute a security agreement and TFSPC II and the Certificateholders hereby grant to the Seller Collateral Agent for the benefit of the Noteholders and the Trustee an investor letter substantially Insurer a first priority perfected security interest in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions amounts, to be applied as set forth in Section 3.03 of the preceding paragraphReserve Account Agreement. In addition, each Certificateholder, by acceptance of its Certificate, hereby appoints TFSPC II as its agent to pledge a first priority perfected security interest in the Reserve Account, and any amounts held therein from time to time to the Collateral Agent for the benefit of the Indenture Trustee and the Insurer pursuant to the Reserve Account Agreement and agrees to execute and deliver such instruments of conveyance, assignment, grant and confirmation, as well as any financing statements, in each case the Insurer shall consider reasonably necessary in order to perfect the Collateral Agent's Security Interest in the Collateral (as such terms are defined in the Reserve Account Agreement).

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges 105 of Certificates as provided in this Agreementherein provided. The Trustee is hereby shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event that, subsequent Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph and, in the case of a Class R Certificate, upon satisfaction of the conditions set forth below, the Trustee notifies on behalf of the Seller that it Trust shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, 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 and authenticate and deliver the Certificates which the Certificateholder making the exchange is unable entitled to act as 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, the Seller shall appoint another bank or trust company, having an office or agency located in the Borough be accompanied by a written instrument of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable transfer satisfactory to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act Trustee and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified duly executed by, the Holder thereof or his attorney duly authorized in writing. In addition, with respect to each Class R Certificate, the holder thereof may exchange, in the manner described above, such Class R Certificate for three separate certificates, each representing such holder's respective Percentage Interest in the Class R-1 Interest, the Class R-2 Interest and the Class R-3 Interest, respectively, in each case that was evidenced by such transferee that such the Class R Certificate will be being exchanged. Except as provided in the second succeeding paragraph below, the Book-Entry Certificates shall at all times remain registered in the name of the Clearing Agency Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall be held by such transferee in maintain book-entry form through records with respect to the Clearing AgencyCertificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall for all purposes deal with the Depository as representative of the Certificate Owners of the Certificates for purposes of exercising the rights of Holders under this Agreement, and (II) requests and directions for and votes of such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K to the Trustee and to the Seller for inspection prior to effecting any requested transfer. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction representative shall not be deemed to prohibit be inconsistent if they are made with respect to different Certificate Owners; (vi) the purchase Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Trustee and its agents, employees, officers and directors as the absolute owner of the Cfor all purposes whatsoever. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of 106 Certificate Owners that it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. The parties hereto are hereby authorized to execute a Letter of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such Letter of Representation and this Agreement, the terms of this Agreement shall control. If (i)(x) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Trustee or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its sole option, with the consent of the Trustee, elects to terminate the book-entry system through the Depository or (iii) after the occurrence of a Master Servicer Event of Termination, the Certificate Owners of the Book- Entry Certificates representing Percentage Interests of such Classes aggregating not less than 51% advise the Trustee and Depository through the Financial Intermediaries and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the "Definitive Certificates") to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by III Financethe Depository, Ltdaccompanied by registration instructions from the Depository for registration, III Limited Partnership the Trustee shall, at the Depositor's expense, in the case of (ii) above, or any affiliates the Master Servicer's expense, in the case of either of the foregoing, provided that (i) and (iii) above, execute on behalf of the Trust and authenticate the Definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any delay in delivery of such purchaser satisfies instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the requirements issuance of paragraph (a)(2)(i) of Rule 3a-7 and delivers to Definitive Certificates, the Seller Trustee, the Certificate Registrar, the Master Servicer, any Paying Agent and the Trustee an investor letter substantially in Depositor shall recognize the form Holders of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphDefinitive Certificates as Certificateholders hereunder.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event that, subsequent Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph and, in the case of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trustee notifies on 127 behalf of the Seller that it is unable to act as Certificate RegistrarTrust shall execute, the Seller shall appoint another bank or trust companyauthenticate and deliver, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, 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 and authenticate and 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 held duly endorsed by, or be accompanied by such transferee in book-entry form through the Clearing Agency, and (II) such a written instrument of transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and to the Seller for inspection prior to effecting any requested transferCertificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III FinanceIn addition, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) with respect to each Class R Certificate, the holder thereof may exchange, in the manner described above, such purchaser satisfies Class R Certificate for three separate certificates, each representing such holder's respective Percentage Interest in the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to Class R-1 Interest, the Seller Class R-2 Interest and the Trustee an investor letter substantially Class R-3 Interest, respectively, in each case that was evidenced by the form of Exhibit L Class R Certificate being exchanged and (ii) any subsequent transfers by such purchaser comply with respect to each Class R-X Certificate, the restrictions set forth holder thereof may exchange, in the preceding paragraphmanner 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, respectively, in each case that was evidenced by the Class R-X Certificate being exchanged.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office of the Securities Administrator a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby Securities Administrator shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In the event that, subsequent The Securities Administrator as Certificate Registrar shall be subject to the Closing Datesame standards of care, limitations on liability and rights to indemnity as the Trustee notifies Securities Administrator, and the Seller that it is unable provisions of Sections 8.01, 8.02, 8.03, 8.04, 8.05, 8.14, 8.15 and 8.16 shall apply to act the Certificate Registrar to the same extent as they apply to the Securities Administrator. Any Certificate Registrar, the Seller shall appoint another bank or trust company, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act Registrar appointed in accordance with the provisions this Section 5.02(a) may at any time resign by giving at least 30 days' advance written notice of this Agreement applicable to it, and otherwise acceptable resignation to the Trustee, the Servicer, the Master Servicer, the Securities Administrator and the Depositor, such resignation to act as become effective upon appointment of a successor Certificate Registrar under this AgreementRegistrar. No Upon surrender for registration of transfer of a any Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and at any applicable state securities laws office or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) agency of the Certificate Registrar is notified by maintained for such transferee that such purpose pursuant to the foregoing paragraph and, in the case of the Residual Certificates, upon satisfaction of the conditions set forth below, the Securities Administrator on behalf of the Trust shall execute and the Certificate will be registered Registrar shall authenticate and deliver, in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator shall execute on behalf of the Trust and the Certificate Registrar shall authenticate and 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 Securities Administrator or the Certificate Registrar) be held duly endorsed by, or be accompanied by such transferee in book-entry form through a written instrument of transfer satisfactory to the Clearing Agency, Securities Administrator and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and Registrar duly executed Transferee's Certificate by, the Holder thereof or his attorney duly authorized in the form of Exhibit K to the Trustee and to the Seller for inspection prior to effecting any requested transfer. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphwriting.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain keep or cause to be kept, at the office or agency maintained pursuant to Section 3.7, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, including, without limitation, requiring any potential transferee to represent to the Certificate Register Registrar such transferee’s compliance with the transfer restrictions set forth herein, the Certificate Registrar shall provide for the registration of Certificates the Certificate[s] and of transfers and exchanges of Certificates the Certificate[s] as provided in this Agreementherein provided. The Trustee is hereby initially appointed Certificate Registrar for shall be entitled to conclusively rely on the purpose transferee’s representation that the transferee has complied with the transfer restrictions set forth herein. [Owner Trustee] shall be the initial Certificate Registrar. The Certificate Registrar shall provide the Trust Collateral Agent and the Trustee with the name[s] and address[es] of registering Certificates and transfers and changes of Certificates as provided in this Agreement. In the event that, subsequent to Certificateholder[s] (if other than the Depositor) on the Closing Date. Upon any transfers of [the]/[a] Certificate, the Certificate Registrar shall notify the Trust Collateral Agent and the Trustee notifies of the Seller that it is unable name and address of the transferee in writing, by facsimile, on the day of such transfer. The Trust Collateral Agent and the Trustee shall be entitled to act as fully rely on the most recently provided Certificateholder information with no liability therefor. Upon surrender for registration of transfer of [the]/[a] Certificate at the office or agency maintained pursuant to Section 3.7, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Certificate [of a like Percentage Interest] dated the date of authentication by the Owner Trustee or any authenticating agent. A Certificate presented or surrendered for registration of transfer or exchange may, but need not, be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by [the]/[such] Certificateholder or his attorney duly authorized in writing, (i) with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Certificate Registrar, the Seller shall appoint another bank which requirements include membership or trust company, having an office or agency located participation in the Borough of ManhattanSecurities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Certificate Registrar in addition to, The City of New Yorkor in substitution for, agreeing to act STAMP, all in accordance with the provisions of this Agreement applicable to itExchange Act, and otherwise acceptable (ii) accompanied by IRS Form [W-8 BEN, W-8 BEN-E, W-8 ECI or] W-9, as applicable, or such other form as may be reasonably required in form satisfactory to the TrusteeCertificate Registrar, to act as successor applicable, and such other documentation as may be reasonably required by the Owner Trustee or the Certificate Registrar under this Agreementin order to comply with Applicable Anti-Money Laundering Law, each in form satisfactory to the Owner Trustee and the Certificate Registrar, duly executed by [the]/[such] Certificateholder or such person’s attorney duly authorized in writing. No transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder. 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 shall be made for any registration of transfer or exchange of [the]/[a] Certificate, 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 of [the]/[a] Certificate. [No Certificate may be held or beneficially owned by any Person that is not a United States person as defined under Section 7701(a)(30) of the Code. By accepting and holding its beneficial ownership interest in its Certificate, the Holder thereof shall be deemed to have represented and warranted that it is a United States person as defined under Section 7701(a)(30) of the Code.] [Notwithstanding the foregoing, no sale or transfer of a Certificate shall be made unless permitted (Iincluding, without limitation, by pledge or hypothecation), and no such sale or transfer shall be registered by the Certificate Registrar to be effective hereunder, if the sale or transfer thereof increases the number of Certificateholders to more than ninety-five (95). For purposes of determining the total number of Certificateholders, a beneficial owner of an interest in a partnership, grantor trust or S corporation for federal income tax purposes (each a “Flow-Through Entity”) (a) such transfer that, directly or through other Flow-Through Entities, owns a Certificate is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) treated as a holder of a Certificate if (i) such transfer substantially all of the value of the beneficial owner’s interest (directly or indirectly) in the Flow-Through Entity is exempt from attributed to the registration requirements under Flow-Through Entity’s interest in the Securities Act Certificate and such state securities laws or (ii) a principal purpose of the use of the Flow-Through Entity to hold the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency or its nominee and shall be held by such transferee in book-entry form through the Clearing Agency, and (II) such transfer is to satisfy the 95 holder limitation set out above. If using a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of Flow- Through Entity to acquire a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K to the Trustee and to the Seller for inspection prior to effecting any requested transfer. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner Certificate, [the]/[a] Certificateholder shall be deemed to have agreed represented that it is not using the Flow-Through Entity in order to these restrictions on transferavoid the 95 holder limitation set out above. The foregoing restriction In addition, no sale or transfer of a Certificate shall not be deemed registered by the Certificate Registrar or made effective hereunder unless, as evidenced by a written representation and covenant by the transferee in form satisfactory to prohibit the purchase of any Certificates by III FinanceCertificate Registrar (upon which representation and covenant the Certificate Registrar may conclusively rely without independent investigation), Ltd, III Limited Partnership or any affiliates of either no member of the foregoingtransferee’s expanded group as defined in Treasury Regulation Section 1.385-1(c)(4) (including through a controlled partnership as defined in Treasury Regulation Section 1.385-1(c)(1)) is or will become the beneficial owner of a Note. If a Certificateholder or a member of its expanded group becomes the beneficial owner of a Note, provided that (i) the Depositor is authorized at its discretion to compel such purchaser satisfies Certificateholder to sell its Certificate to a Person whose ownership complies with this paragraph so long as such sale does not otherwise cause a material adverse effect on the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphTrust.]

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Trustee shall maintain cause to be kept at the office or agency to be maintained by a Certificate Register transfer agent and registrar (the "TRANSFER AGENT AND REGISTRAR") in accordance with the provisions of Section 11.16, a register (the "CERTIFICATE REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Certificate Register 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. Bankers Trust Company is hereby initially appointed Transfer Agent and Registrar for the purposes of registering the Investor Certificates and transfers and exchanges of the Investor Certificates as provided herein provided. If any form of Investor Certificate is issued as a Global Certificate, Bankers Trust Company may, or if and so long as any Series of Investor Certificates are listed on a stock exchange and such exchange shall so require, Bankers Trust Company shall appoint a co-transfer agent and co-registrar, which will also be a co-paying agent, in such city as the Transferor may specify. Any reference in this AgreementAgreement to the Transfer Agent and Registrar shall include any co-transfer agent and co-registrar unless the context otherwise requires. The Trustee is hereby initially appointed Certificate Bankers Trust Company shall be permitted to resign as Transfer Agent and Registrar for upon 30 days' written notice to the purpose of registering Certificates and transfers and changes of Certificates as provided in this AgreementServicer. In the event that, subsequent to that Bankers Trust Company shall no longer be the Closing Date, the Trustee notifies the Seller that it is unable to act as Certificate Transfer Agent and Registrar, the Seller Transferor shall appoint another bank or trust company, having an a successor Transfer Agent and Registrar. Upon surrender for registration of transfer of any Certificate at any office or agency located in of the Borough of ManhattanTransfer Agent and Registrar, The City of New Yorkthe Transferor shall execute, agreeing subject to act in accordance with the provisions of this Agreement applicable to itsubsection 6.3(c), and otherwise acceptable to the TrusteeTrustee shall authenticate and deliver, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates in authorized denominations of like aggregate Undivided Interests; PROVIDED, that the provisions of this paragraph shall not apply to Bearer Certificates. At the option of an Investor Certificateholder, Investor Certificates may be exchanged for other Investor Certificates of the same Series in authorized denominations of like aggregate 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 Bearer Certificateholder, subject to applicable laws and regulations (including without limitation, 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 Transferor shall execute, and the Trustee shall authenticate and (unless the Transfer Agent and Registrar is different than the Trustee, in which case the Transfer Agent and Registrar shall) deliver, the Investor Certificates of such Series which the Certificateholder making the ex change is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be held accompanied by such transferee a written instrument of transfer in book-entry a form through the Clearing Agency, and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and to the Seller for inspection prior to effecting any requested transferTransfer Agent and Registrar duly executed by the Certificateholder thereof or his attorney-in-fact duly authorized in writing. The Seller and preceding provisions of this Section 6.3 notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction be, shall not be deemed required to prohibit register the purchase transfer or exchange of 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 shall be made for any registration of transfer or exchange of Certificates, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Investor Certificates (together with any Coupons attached to Bearer Certificates) surrendered for registration of transfer or exchange shall be canceled by III Finance, Ltd, III Limited Partnership the Transfer Agent and Registrar and disposed of in a manner satisfactory to the Trustee. The Trustee shall cancel and destroy the Global Certificates upon its exchange in full for Definitive Certificates and shall deliver a certificate of destruction to the Transferor. Such certificate shall also state that a certificate or any affiliates certificates of either each Foreign Clearing Agency to the effect referred to in Section 6.13 was received with respect to each portion of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 Global Certificate exchanged for Definitive Certificates. The Transferor shall execute and delivers deliver to the Seller Trustee or the Transfer Agent and Registrar, as applicable, Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphCertificates.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain keep or cause to be kept, at the office or agency maintained pursuant to Section 3.7, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, including, without limitation, requiring any potential transferee to represent to the Certificate Register Registrar such transferee’s compliance with the transfer restrictions set forth herein, the Certificate Registrar shall provide for the registration of Certificates the Certificate[s] and of transfers and exchanges of Certificates the Certificate[s] as provided in this Agreementherein provided. The Trustee is hereby initially appointed Certificate Registrar for shall be entitled to conclusively rely on the purpose transferee’s representation that the transferee has complied with the transfer restrictions set forth herein. [Owner Trustee] shall be the initial Certificate Registrar. The Certificate Registrar shall provide the Trust Collateral Agent and the Trustee with the name[s] and address[es] of registering Certificates and transfers and changes of Certificates as provided in this Agreement. In the event that, subsequent to Certificateholder[s] (if other than the Depositor) on the Closing Date. Upon any transfers of [the]/[a] Certificate, the Certificate Registrar shall notify the Trust Collateral Agent and the Trustee notifies of the Seller that it is unable name and address of the transferee in writing, by facsimile, on the day of such transfer. The Trust Collateral Agent and the Trustee shall be entitled to act as fully rely on the most recently provided Certificateholder information with no liability therefor. Upon surrender for registration of transfer of [the]/[a] Certificate at the office or agency maintained pursuant to Section 3.7, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee, a new Certificate [of a like Percentage Interest] dated the date of authentication by the Owner Trustee or any authenticating agent. A Certificate presented or surrendered for registration of transfer or exchange may, but need not, be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by [the]/[such] Certificateholder or his attorney duly authorized in writing, (i) with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Certificate Registrar, the Seller shall appoint another bank which requirements include membership or trust company, having an office or agency located participation in the Borough of ManhattanSecurities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Certificate Registrar in addition to, The City of New Yorkor in substitution for, agreeing to act STAMP, all in accordance with the provisions of this Agreement applicable to itExchange Act, and otherwise acceptable (ii) accompanied by IRS Form [W-8 BEN, W-8 BEN-E, W-8 ECI or] W-9, as applicable, or such other form as may be reasonably required in form satisfactory to the TrusteeCertificate Registrar, to act as successor applicable, and such other documentation as may be reasonably required by the Owner Trustee or the Certificate Registrar under this Agreementin order to comply with Applicable Anti-Money-Laundering Law, each in form satisfactory to the Owner Trustee and the Certificate Registrar, duly executed by [the]/[such] Certificateholder or such person’s attorney duly authorized in writing. No transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder. 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 shall be made for any registration of transfer or exchange of a Certificate, 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 of a Certificate. [No Certificate may be held or beneficially owned by any Person that is not a United States person as defined under Section 7701(a)(30) of the Code. By accepting and holding its beneficial ownership interest in its Certificate, the Holder thereof shall be deemed to have represented and warranted that it is a United States person as defined under Section 7701(a)(30) of the Code.] [Notwithstanding the foregoing, no sale or transfer of a Certificate shall be made unless permitted (Iincluding, without limitation, by pledge or hypothecation), and no such sale or transfer shall be registered by the Certificate Registrar to be effective hereunder, if the sale or transfer thereof increases the number of Certificateholders to more than ninety-five (95). For purposes of determining the total number of Certificateholders, a beneficial owner of an interest in a partnership, grantor trust or S corporation for federal income tax purposes (each a “Flow-Through Entity”) (a) such transfer that, directly or through other Flow-Through Entities, owns a Certificate is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) treated as a holder of a Certificate if (i) such transfer substantially all of the value of the beneficial owner’s interest (directly or indirectly) in the Flow-Through Entity is exempt from attributed to the registration requirements under Flow-Through Entity’s interest in the Securities Act Certificate and such state securities laws or (ii) a principal purpose of the use of the Flow-Through Entity to hold the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency or its nominee and shall be held by such transferee in book-entry form through the Clearing Agency, and (II) such transfer is to satisfy the 95 holder limitation set out above. If using a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of Flow-Through Entity to acquire a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K to the Trustee and to the Seller for inspection prior to effecting any requested transfer. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner Certificate, [the]/[a] Certificateholder shall be deemed to have agreed represented that it is not using the Flow-Through Entity in order to these restrictions on transferavoid the 95 holder limitation set out above. The foregoing restriction In addition, no sale or transfer of a Certificate shall not be deemed registered by the Certificate Registrar or made effective hereunder unless, as evidenced by a written representation and covenant by the transferee in form satisfactory to prohibit the purchase of any Certificates by III FinanceCertificate Registrar (upon which representation and covenant the Certificate Registrar may conclusively rely without independent investigation), Ltd, III Limited Partnership or any affiliates of either no member of the foregoingtransferee’s expanded group as defined in Treasury Regulation Section 1.385-1(c)(4) (including through a controlled partnership as defined in Treasury Regulation Section 1.385-1(c)(1)) is or will become the beneficial owner of a Note. If a Certificateholder or a member of its expanded group becomes the beneficial owner of a Note, provided that (i) the Depositor is authorized at its discretion to compel such purchaser satisfies Certificateholder to sell its Certificate to a Person whose ownership complies with this paragraph so long as such sale does not otherwise cause a material adverse effect on the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphTrust.]

Registration of Transfer and Exchange of Certificates. The Trustee shall cause to be kept at the office or agency to be maintained by a transfer agent and registrar (athe "Transfer Agent and Registrar"), in accordance with the provisions of Section 11.16, a register (the "Certificate Register") The Certificate Registrar shall maintain a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register 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 provided in this Agreementherein provided. The Trustee is hereby initially appointed Certificate Transfer Agent and Registrar for the purpose purposes of registering the Investor Certificates and transfers and changes exchanges of the Investor Certificates as provided herein provided. Any reference in this AgreementAgreement to the Transfer Agent and Registrar shall include any co-transfer agent and co-registrar. The Transfer Agent and Registrar shall be entitled to the same rights, protections, immunities and indemnities provided to the Trustee herein. The Trustee shall be permitted to resign as Transfer Agent and Registrar upon 30 days' written notice to the Servicer. In the event that, subsequent to that the Closing DateTrustee shall no longer be the Transfer Agent and Registrar, the Trustee notifies shall appoint a successor Transfer Agent and Registrar. The Trustee may revoke such appointment, or any subsequent appointment, and remove the Seller Transfer Agent and Registrar if the Trustee determined in its sole discretion that it is unable the Transfer Agent and Registrar has failed to act perform its obligations under this Agreement in any material respect. The Transfer Agent and Registrar shall be permitted to resign as Transfer Agent and Registrar upon 30 days' written notice to the Transferor, the Servicer and the Trustee. No resignation, revocation or removal under which Section 6.3(a) shall be effective, and the Transfer Agent and Registrar shall continue to perform its duties as Transfer Agent and Registrar until, the Trustee has appointed a successor Transfer Agent and Registrar reasonably acceptable to the Transferor and such successor has accepted such appointment. Upon surrender for registration of transfer of any Certificate at any office or agency of the Transfer Agent and Registrar, the Seller Transferor shall appoint another bank or trust company, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to itexecute, and otherwise acceptable to the TrusteeTrustee shall authenticate and deliver, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates in authorized denominations of like aggregate Undivided Trust Interests.. At the option of an Investor Certificateholder, Investor Certificates may be exchanged for other Investor Certificates of the same Series in authorized denominations of like aggregate Undivided Trust Interests in the Trust, upon surrender of the Investor Certificates to be exchanged at any office or agency of the Transfer Agent and Registrar maintained for such purpose. Whenever any Investor Certificates of any Series are so surrendered for exchange, the Transferor shall execute, and the Trustee shall authenticate and (unless the Transfer Agent and Registrar is different than the Trustee, in which case the Transfer Agent and Registrar shall) deliver the Investor Certificates of such Series which the Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be held accompanied by such transferee a written instrument of transfer in book-entry a form through the Clearing Agency, and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and to the Seller for inspection prior to effecting any requested transferTransfer Agent and Registrar duly executed by the Certificateholder thereof or his attorney-in-fact duly authorized in writing. The Seller and preceding provisions of this Section 6.3 notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction be, shall not be deemed required to prohibit register the purchase transfer of or exchange any Investor Certificate of any Certificates by III Finance, Ltd, III Limited Partnership or Series for a period of 15 days preceding the due date for any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers payment with respect to the Seller Investor Certificates of such Series. Unless otherwise provided in the related Supplement, no service charge shall be made for any registration of transfer or exchange of Certificates, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Investor Certificates surrendered for registration of transfer and exchange shall be canceled by the Transfer Agent and Registrar and disposed of in a manner satisfactory to the Trustee. The Transferor shall execute and deliver to the Trustee or the Transfer Agent and Registrar, as applicable, Investor Certificates in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphCertificates.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain keep or cause to be kept, at the office or agency maintained pursuant to Section 3.10, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall (i) provide for the registration of the Certificates and of transfers and exchanges of the Certificates as herein provided in this Agreementand (ii) record the Percentage Interest evidenced by each Certificate. The Trustee is hereby initially appointed [Owner Trustee] shall be the initial Certificate Registrar. If requested, the Certificate Registrar for shall provide the purpose Indenture Trustee with the name and address of registering Certificates and transfers and changes of Certificates as provided in this Agreement. In the event that, subsequent to Certificateholders on the Closing Date. Upon any transfers of the Certificates, the Trustee notifies the Seller that it is unable to act as Certificate Registrar, the Seller shall appoint another bank or trust company, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreementshall notify the Indenture Trustee of the name and address of the transferee in writing, by facsimile, on the day of such transfer. No Upon surrender for registration of transfer of a Certificate shall be made unless (I) (a) such transfer is made at the office or agency maintained pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) Section 3.10, the Certificate Registrar is notified by such transferee that such Certificate will be registered or the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the Clearing Agency designated transferee, a new Certificate dated the date of authentication by the Certificate Registrar, the Owner Trustee or its nominee and any authenticating agent. All such transfers of the Certificates will only be made to an Affiliate of the Depositor or a Qualified Institutional Buyer. A Certificate presented or surrendered for registration of transfer or exchange shall be held accompanied by such transferee a written instrument of transfer in bookform 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-entry form through the Clearing AgencyE (or other applicable IRS Form W‑8, not including IRS Form W-8ECI, or IRS Form W-8IMY with any 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 the applicable Certificateholder or 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. 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 shall be made for any registration of transfer or exchange of the Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the Certificates. 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 business of a person that is not U.S. person (within the meaning of Section 7701(a)(30)), and it further acknowledges that this Agreement provides that no holder of a Certificate shall 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 interest 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 transfer Flow-Through Entity has or ever will have more than 50% of the value of its interest in such Flow-Through Entity attributable 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 a Person that satisfies permit any partnership to satisfy the requirements 100 partner limitation of paragraph (a) (2) (iisection 1.7704-1(h)(1)(ii) of Rule 3a-7 the Treasury Regulations necessary for such partnership not to be classified as then a publicly traded partnership under the Code, (B) it will not sell, assign, transfer, pledge or otherwise convey any participating interest in effect any Certificate or any successor rule financial instrument or contract the value of which is determined by reference in whole or in part to any Note, ("Rule 3a-7"C) under 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 Investment Company Actmeaning 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. Each prospective purchaser No holder of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K to the Trustee and to the Seller for inspection prior to effecting any requested acquire, sell, transfer. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase , assign, participate, pledge, or dispose of any Certificates by III FinanceCertificate (or interest therein) if such acquisition, Ltdsale, III Limited Partnership transfer, assignment, participation, pledge or disposition is through, or would cause any affiliates Certificate (or interest therein) to be marketed on or through, an “established securities market” within the meaning of either Section 7704(b)(1) of the foregoingCode, provided including, without limitation, an over-the-counter market or an interdealer quotation system that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphregularly disseminates firm buy or sell quotations.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event that, subsequent Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph which office shall initially be the offices of the Trustee's agent located at c/o DTC Transfer Agent Services, 50 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, New York, New York 10041 and, in the case of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trustee notifies on behalf of the Seller that it is unable to act as Certificate RegistrarTrust shall execute, the Seller shall appoint another bank or trust companyauthenticate and deliver, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, 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 and authenticate and 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 held duly endorsed by, or be accompanied by such transferee in book-entry form through the Clearing Agency, and (II) such a written instrument of transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and to the Seller for inspection prior to effecting any requested transferCertificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III FinanceIn addition, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) with respect to each Class R Certificate, the holder thereof may exchange, in the manner described above, such purchaser satisfies Class R Certificate for two separate certificates, each representing such holder's respective Percentage Interest in the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller Class R-1 Interest and the Trustee an investor letter substantially in Class R-2 Interest that was evidenced by the form of Exhibit L Class R Certificate being exchanged and (ii) any subsequent transfers by such purchaser comply with respect to each Class R-X Certificate, the restrictions set forth holder thereof may exchange, in the preceding paragraphmanner 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 that was evidenced by the Class R-X Certificate being exchanged.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby Securities Administrator shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event that, subsequent Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph (or, so long as the Trustee notifies the Seller that it is unable to act Securities Administrator serves as Certificate Registrar, the Seller shall appoint another bank office of the Certificate Registrar located at Sxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, or trust company, having an such other office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) that the Certificate Registrar is notified by such transferee that such Certificate will be registered shall designate), the Securities Administrator on behalf of the Trust shall execute, authenticate and deliver, in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator shall execute on behalf of the Trust and the Certificate Registrar shall authenticate and 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 Securities Administrator or the Certificate Registrar) be held duly endorsed by, or be accompanied by such transferee in book-entry form through a written instrument of transfer satisfactory to the Clearing Agency, Securities Administrator and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and Registrar duly executed Transferee's Certificate by, the Holder thereof or his attorney duly authorized in the form of Exhibit K to the Trustee and to the Seller for inspection prior to effecting any requested transfer. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphwriting.

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at its corporate trust operations office in Minneapolis, Minnesota, such office or agency to be maintained in accordance with the provisions of Section 11.16, a register (the "Certificate Registrar shall maintain a Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, a transfer agent and registrar (which may be the Certificate Register Trustee) (the "Transfer Agent and Registrar") shall provide for the registration of the Certificates and of transfers and exchanges of the Certificates as provided herein provided. The Transfer Agent and Registrar shall initially be the Trustee, and any co-transfer agent and co-registrar chosen by the Trustee and acceptable to the Servicer. Any reference in this AgreementAgreement to the Transfer Agent and Registrar shall include any co-transfer agent and co-registrar unless the context requires otherwise. The Trustee is hereby initially appointed Certificate shall be permitted to resign as Transfer Agent and Registrar for the purpose of registering Certificates and transfers and changes of Certificates as provided in this Agreement. In the event that, subsequent upon 30 days' (60 days' during an Amortization Period) written notice to the Closing DateTransferor and the Servicer; provided, however, that such resignation shall not be effective and the Trustee notifies shall continue to perform its duties as Transfer Agent and Registrar until the Seller that it is unable Servicer has appointed a successor Transfer Agent and Registrar reasonably acceptable to act as the Transferor. Upon surrender for registration of transfer of any Investor Certificate Registrar, the Seller shall appoint another bank or trust company, having an at any office or agency located in of the Borough of ManhattanTransfer Agent and Registrar maintained for such purpose, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to itTransferor shall execute, and otherwise acceptable to the TrusteeTrustee shall authenticate and deliver, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Investor Certificates (of the same Series and Class) in authorized denominations of like aggregate Undivided Fractional Interests in the Aggregate Certificateholders' Interest. At the option of an Investor Certificateholder, Investor Certificates may be exchanged for other Investor Certificates (of the same Series and Class) in authorized denominations of like aggregate Undivided Fractional Interests in the Certificateholders' Interest, 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 Transferor shall execute, and the Trustee shall authenticate and 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 held accompanied by such transferee a written instrument of transfer in book-entry a form through the Clearing Agency, and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee or the Transfer Agent and to the Seller for inspection prior to effecting any requested transfer. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates Registrar duly executed by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraph.the

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at the office or agency to be maintained by a transfer agent and registrar (the "Transfer Agent and Registrar"), in accordance with the provisions of Section 11.16, a register (the "Certificate Registrar shall maintain a Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, the Certificate Register 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 provided in this Agreementherein provided. The Trustee is hereby initially appointed Certificate Transfer Agent and Registrar for the purpose purposes of registering the Investor Certificates and transfers and changes exchanges of the Investor Certificates as provided herein provided. If any form of Investor Certificate is issued as a Global Certificate, the 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, the Trustee shall appoint a co-transfer agent and co-registrar in Luxembourg or another European city. Any reference in this AgreementAgreement to the Transfer Agent and Registrar shall include any co-transfer agent and co-registrar unless the context otherwise requires. The Trustee shall be permitted to resign as Transfer Agent and Registrar upon 30 days' written notice to the Servicer. In the event that, subsequent to the Closing Date, that the Trustee notifies shall no longer be the Seller that it is unable to act as Certificate Transfer Agent and Registrar, the Seller Transferor shall appoint another bank or trust company, having an a successor Transfer Agent and Registrar. Upon surrender for registration of transfer of any Certificate at any office or agency located in of the Borough of ManhattanTransfer Agent and Registrar, The City of New Yorkthe Transferor shall execute, agreeing subject to act in accordance with the provisions of this Agreement applicable to itsubsection 6.03(c), and otherwise acceptable to the TrusteeTrustee shall authenticate and deliver, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates in authorized denominations of like aggregate Undivided Interests; provided, that the provisions of this paragraph shall not apply to Bearer Certificates. At the option of an Investor Certificateholder, Investor Certificates may be exchanged for other Investor Certificates of the same Series in authorized denominations of like aggregate 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 Bearer Certificateholder, subject to applicable laws and regulations (including without limitation, 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 6.03 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 Transferor shall execute, and the Trustee shall authenticate and (unless the Transfer Agent and Registrar is different than the Trustee, in which case the Transfer Agent and Registrar shall) deliver, the Investor Certificates of such Series which the Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be held accompanied by such transferee a written instrument of transfer in book-entry a form through the Clearing Agency, and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and to the Seller for inspection prior to effecting any requested transferTransfer Agent and Registrar duly executed by the Certificateholder thereof or his attorney-in-fact duly authorized in writing. The Seller and preceding provisions of this Section 6.03 notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction be, shall not be deemed required to prohibit register the purchase 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 shall be made for any registration of transfer or exchange of Certificates, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Investor Certificates (together with any Coupons attached to Bearer Certificates) surrendered for registration of transfer and exchange shall be canceled by III Finance, Ltd, III Limited Partnership the Transfer Agent and Registrar and disposed of in a manner satisfactory to the Trustee. The Trustee shall cancel and destroy the Global Certificates upon its exchange in full for Definitive Certificates and shall deliver a certificate of destruction to the Transferor. Such certificate shall also state that a certificate or any affiliates certificates of either each Foreign Clearing Agency to the effect referred to in Section 6.13 was received with respect to each portion of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 Global Certificate exchanged for Definitive Certificates. The Transferor shall execute and delivers deliver to the Seller Trustee or the Transfer Agent and Registrar, as applicable, Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphCertificates.

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at the office or agency to be maintained by a transfer agent and registrar (the "Transfer Agent and Registrar"), in accordance with the provisions of Section 11.16, a register (the "Certificate Registrar shall maintain a Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Transfer Agent and Registrar shall provide for the registration of the Investor Certificates of each Certificate Series (unless otherwise provided in the related Supplement) and of transfers and exchanges of the Investor Certificates as herein provided. First Union National Bank, is hereby initially appointed Transfer Agent and Registrar for the purposes of registering the Investor Certificates and transfers and exchanges of the Investor Certificates as provided herein provided. Any reference in this AgreementAgreement to the Transfer Agent and Registrar shall include any co-transfer agent and co-registrar including, if and so long as any Series is listed on the Luxembourg Stock Exchange and such exchange shall so require, a co-transfer agent and co-registrar in Luxembourg, unless the context otherwise requires. The Trustee is hereby initially appointed Certificate shall be permitted to resign as Transfer Agent and Registrar for upon 30 days' written notice to the purpose of registering Certificates and transfers and changes of Certificates as provided in this AgreementServicer. In the event that, subsequent to that the Closing DateTrustee shall no longer be the Transfer Agent and Registrar, the Trustee notifies shall appoint a successor Transfer Agent and Registrar. The Trustee may revoke such appointment, or any subsequent appointment, and remove the Seller Transfer Agent and Registrar if the Trustee determines in its sole discretion that it is unable the Transfer Agent and Registrar has failed to act perform its obligations under this Agreement in any material respect. The Transfer Agent and Registrar shall be permitted to resign as Transfer Agent and Registrar upon 30 days' notice to the Seller, the Servicer, the Trustee and each Purchaser Representative; provided, that such resignation shall not be effective and the Transfer Agent and Registrar shall continue to perform its duties as Transfer Agent and Registrar until the Trustee has appointed a successor Transfer Agent and Registrar reasonably acceptable to the Seller. Upon surrender for registration of transfer of any Certificate at any office or agency of the Transfer Agent and Registrar, the Seller Trustee shall appoint another bank or trust companyexecute, having an office or agency located in the Borough of Manhattanauthenticate and deliver, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates in authorized denominations of like aggregate Undivided Trust Interests. Registered Certificates, including Registered Certificates received in exchange for Bearer Certificates, may not be exchanged for Bearer Certificates. At the option of the Holder of a Bearer Certificate, subject to applicable laws and regulations, Bearer Certificates may be exchanged for other Bearer Certificates or Registered Certificates (of the same Certificate Series) of authorized denominations of like aggregate Undivided Trust Interests, 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 At the option of an Investor Certificateholder, Registered Certificates may be exchanged for other Registered Certificates of the same Certificate Series in authorized denominations of like aggregate Undivided Trust 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. Whenever any Investor Certificates of any Certificate Series are so surrendered for exchange, the Seller shall execute, and the Trustee shall authenticate and (unless the Transfer Agent and Registrar is different than the Trustee, in which case the Transfer Agent and Registrar shall) deliver (in the case of Bearer Certificates, outside the United States), the Investor Certificates of such Certificate Series which the Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be held accompanied by such transferee a written instrument of transfer in book-entry a form through the Clearing Agency, and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and the Transfer Agent and Registrar duly executed by the Certificateholder thereof or his attorney-in-fact duly authorized in writing. The preceding provisions of this Section 6.3 notwithstanding, the 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 Certificate Series for a period of 15 days preceding the due date for any payment with respect to the Seller Investor Certificates of such Certificate Series. Unless otherwise provided in the related Supplement, no service charge shall be made for inspection prior any registration of transfer or exchange of Certificates, but the Transfer Agent and Registrar may require payment of a sum sufficient to effecting cover any requested transfertax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Investor Certificates (together with any Coupons) surrendered for registration of transfer and exchange shall be canceled by the Transfer Agent and Registrar and disposed of in a manner satisfactory to the Trustee. The Trustee shall cancel and destroy any Global Certificate upon its exchange in full for Definitive Euro-Certificates and shall deliver a certificate of destruction to the Seller. Such certificate shall also state that a certificate or certificates of a 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 Euro-Certificates. The Seller shall execute and deliver to the Trustee or the Transfer Agent and Registrar, as applicable, Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphCertificates.

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at the office or agency to be maintained by a transfer agent and registrar (the "Transfer Agent and Registrar") in accordance with the provisions of Section 11.16, a register (the "Certificate Registrar shall maintain a Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, the Certificate Register 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. Bankers Trust Company is hereby initially appointed Transfer Agent and Registrar for the purposes of registering the Investor Certificates and transfers and exchanges of the Investor Certificates as provided herein provided. If any form of Investor Certificate is issued as a Global Certificate, Bankers Trust Company may, or if and so long as any Series of Investor Certificates are listed on a stock exchange and such exchange shall so require, Bankers Trust Company shall appoint a co-transfer agent and co-registrar, which will also be a co-paying agent, in such city as the Transferor may specify. Any reference in this AgreementAgreement to the Transfer Agent and Registrar shall include any co-transfer agent and co-registrar unless the context otherwise requires. The Trustee is hereby initially appointed Certificate Bankers Trust Company shall be permitted to resign as Transfer Agent and Registrar for upon 30 days' written notice to the purpose of registering Certificates and transfers and changes of Certificates as provided in this AgreementServicer. In the event that, subsequent to that Bankers Trust Company shall no longer be the Closing Date, the Trustee notifies the Seller that it is unable to act as Certificate Transfer Agent and Registrar, the Seller Transferor shall appoint another bank or trust company, having an a successor Transfer Agent and Registrar. Upon surrender for registration of transfer of any Certificate at any office or agency located in of the Borough of ManhattanTransfer Agent and Registrar, The City of New Yorkthe Transferor shall execute, agreeing subject to act in accordance with the provisions of this Agreement applicable to itsubsection 6.3(c), and otherwise acceptable to the TrusteeTrustee shall authenticate and deliver, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates in authorized denominations of like aggregate Undivided Interests; provided, that the provisions of this paragraph shall not apply to Bearer Certificates. At the option of an Investor Certificateholder, Investor Certificates may be exchanged for other Investor Certificates of the same Series in authorized denominations of like aggregate 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 Bearer Certificateholder, subject to applicable laws and regulations (including without limitation, 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 Transferor shall execute, and the Trustee shall authenticate and (unless the Transfer Agent and Registrar is different than the Trustee, in which case the Transfer Agent and Registrar shall) deliver, the Investor Certificates of such Series which the Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be held accompanied by a written instrument of transfer in a form satisfactory to the Transferor and the Transfer Agent and Registrar duly executed by the Certificateholder thereof or his attorney-in-fact duly authorized in writing. The preceding provisions of this Section 6.3 notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case may be, shall not be required to register the transfer or exchange of 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 transferee Series. Unless otherwise provided in book-entry form through the Clearing Agencyrelated Supplement, no service charge shall be made for any registration of transfer or exchange of Certificates, but the Transfer Agent and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser Registrar may require payment of a non-registered Certificate not held sum sufficient to cover any tax or governmental charge that may be imposed in book-entry form connection with any transfer or exchange of Certificates. All Investor Certificates (together with any Coupons attached to Bearer Certificates) surrendered for registration of transfer or exchange shall be canceled by the Transfer Agent and Registrar and disposed of in a manner satisfactory to the Transferor. The Trustee shall cancel and destroy the Global Certificates upon its exchange in full for Definitive Certificates and shall deliver a completed certificate of destruction to the 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. The Transferor shall execute and duly executed Transferee's Certificate in the form of Exhibit K deliver to the Trustee or the Transfer Agent and Registrar, as applicable, Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to enable the Seller for inspection prior Trustee to effecting any requested transfer. The Seller fulfill its responsibilities under this Agreement and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphCertificates.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Trustee shall maintain cause to be kept a Certificate Register certificate register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register certificate registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby initially appointed shall serve as the initial Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In the event that, subsequent to the Closing Date, the The Trustee notifies the Seller that it is unable may appoint any other Person to act as Certificate RegistrarRegistrar hereunder. Subject to Section 5.05, upon surrender for registration of transfer of any Certificate at the Seller shall appoint another bank Corporate Trust Office of the Trustee or trust company, having an at any other office or agency located in of the Borough of ManhattanTrustee maintained for such purpose, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, Trustee shall execute and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered shall authenticate and deliver, in the name of the Clearing Agency designated transferee or its nominee and shall be held by such transferee in book-entry form through transferees, one or more new Certificates of the Clearing Agency, and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser same Class of a non-registered like aggregate Percentage Interest. At the option of the Certificateholders, each Certificate not held in book-entry form may be exchanged for other Certificates of the same Class with the same authorized denominations and a like aggregate Percentage Interest, upon surrender of such Certificate to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute and cause the Certificate Registrar to authenticate and 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 completed and duly executed Transferee's Certificate written instrument of transfer in the form of Exhibit K satisfactory to the Trustee and duly executed by, the Holder thereof or his attorney duly authorized in writing. No service charge to the Seller Certificateholders shall be made for inspection prior to effecting any requested transfer. The Seller and transfer or exchange of Certificates, but the Trustee may rely conclusively upon require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Certificates surrendered for transfer and exchange shall be destroyed by the information contained in any such certificate in Certificate Registrar. The Trustee will cause the absence of knowledge Certificate Registrar (unless the Trustee is acting as Certificate Registrar) to provide notice to the contrary. Each Trustee of each transfer of a Certificate, and the Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit Registrar will provide the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either Trustee with an updated copy of the foregoing, provided that (i) such purchaser satisfies the requirements Certificate Register on January 1 and July 1 of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragrapheach year.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Trustee shall maintain cause to be kept at its Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby will initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Subject to Section 5.05, upon surrender for registration of transfer of any Certificate at the event that, subsequent to Corporate Trust Office of the Closing DateTrustee or at any other office or agency of the Trustee maintained for such purpose, the Trustee notifies the Seller that it is unable to act as Certificate Registrar, the Seller shall appoint another bank or trust company, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, execute and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered shall authenticate and deliver, in the name of the Clearing Agency designated transferee or transferees, one or more new Certificates of the same Class of a like aggregate Percentage Interest. At the option of the Certificateholders, each Certificate may be exchanged for other Certificates of the same Class with the same and authorized denominations and a like aggregate Percentage Interest, upon surrender of such Certificate to be exchanged at any such office or agency, provided however, that in the event one or more of the holders of an interest in the Class R Certificate determine to exchange its nominee and or their interests in the Class R Certificate for one or more separately certificated interests, the Class R Certificate shall be held by such transferee in book-entry form through the Clearing Agency, and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K surrendered to the Trustee and the Trustee shall execute and the Certificate Registrar shall authenticate and deliver, three separate certificates, designated Class R1, Class R2 and Class R3, each of which shall separately reflect the residual interest in REMIC I, REMIC II and REMIC III respectively. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute and cause the Certificate Registrar to authenticate and 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 Seller Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing. No service charge to the Certificateholders shall be made for inspection prior to effecting any requested transfer. The Seller and transfer or exchange of Certificates, but the Trustee may rely conclusively upon require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Certificates surrendered for transfer and exchange shall be destroyed by the information contained in any such certificate in Certificate Registrar. The Trustee will cause the absence of knowledge Certificate Registrar (unless the Trustee is acting as Certificate Registrar) to provide notice to the contrary. Each Trustee of each transfer of a Certificate, and the Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit Registrar will provide the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either Trustee with an updated copy of the foregoing, provided that (i) such purchaser satisfies the requirements Certificate Register on January 1 and July 1 of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragrapheach year.

Registration of Transfer and Exchange of Certificates. (a) The Master Trust Trustee shall cause to be kept at the office or agency to be maintained in accordance with the provisions of Section 11.15 a register (the "Certificate Registrar shall maintain a Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, a transfer agent (which shall initially be the Certificate Register Master Trust Trustee) (the "Transfer Agent") shall provide for the registration of Certificates and transfers and exchanges of the Registered Certificates as provided herein provided. The Transfer Agent shall initially be the Master Trust Trustee and any co-transfer agent and co-registrar chosen by the Seller and acceptable to the Master Trust Trustee. Any reference in this Agreement. The Trustee is hereby initially appointed Certificate Registrar for the purpose of registering Certificates and transfers and changes of Certificates as provided in this Agreement. In the event that, subsequent Agreement to the Closing DateTransfer Agent shall include any co-transfer agent and co-registrar unless the context requires otherwise. Subject to paragraph (c) below, the Trustee notifies the Seller that it is unable to act as upon surrender for registration of transfer of any Registered Certificate Registrar, the Seller shall appoint another bank or trust company, having an at any office or agency located of the Transfer Agent maintained for such purpose, one or more new Registered Certificates (of the same Series and Class) in authorized denominations of like aggregate fractional undivided interests in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate Certificateholders' Interest shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act executed, authenticated and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered delivered, in the name of the Clearing Agency designated transferee or its nominee transferees. At the option of a Registered Certificateholder, Registered Certificates (of the same Series and Class) may be exchanged for other Registered Certificates of authorized denominations of like aggregate fractional undivided interests in the Certificateholders' Interest, upon surrender of the Registered Certificates to be exchanged at any such office or agency; Registered Certificates, including Registered Certificates received in exchange for Bearer Certificates, may not be exchanged for Bearer Certificates. At the option of the Holder of a Bearer Certificate, subject to applicable laws and regulations, Bearer Certificates may be exchanged for other Bearer Certificates or Registered Certificates (of the same Series and Class) of authorized denominations of like aggregate fractional undivided interests in the Certificateholders' Interest, upon surrender of the Bearer Certificates to be exchanged at an office or agency of the Transfer Agent located outside the United States. Each Bearer Certificate surrendered pursuant to this Section 6.03 shall have attached thereto all unmatured Coupons; provided that any Bearer Certificate so surrendered after the close of business on the Record Date preceding the relevant payment date or distribution date after the expected final payment date need not have attached the Coupon relating to such payment date or distribution date (in each case, as specified in the applicable Supplement). The preceding provisions of this Section 6.03 notwithstanding, the Master Trust Trustee or the Transfer Agent, as the case may be, shall not be required to register the transfer of or exchange any Certificate for a period of 15 days preceding the due date for any payment with respect to the Certificate. Whenever any Investor Certificates are so surrendered for exchange, the Seller shall execute, the Master Trust Trustee shall authenticate and the Transfer Agent shall deliver (in the case of Bearer Certificates, outside the United States) the Investor Certificates which the Investor Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be held accompanied by such transferee a written instrument of transfer in booka form satisfactory to the Master Trust Trustee or the Transfer Agent duly executed by the Investor Certificateholder or the attorney-entry form through in-fact thereof duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Investor Certificates, but the Clearing Agency, and (II) Transfer Agent may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any such transfer is or exchange. All Investor Certificates (together with any Coupons) surrendered for registration of transfer and exchange or for payment shall be canceled and disposed of in a manner satisfactory to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then Master Trust Trustee. The Master Trust Trustee shall cancel and may, but shall not be required to, destroy any Global Certificate upon its exchange in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a nonfull for Definitive Euro-registered Certificate not held in book-entry form Certificates and shall deliver a completed and duly executed Transferee's Certificate in the form certificate of Exhibit K destruction to the Trustee and Seller. Such certificate shall also state that a certificate or certificates of a Foreign Clearing Agency to the Seller effect referred to in Section 6.13 was received with respect to each portion of the Global Certificate exchanged for inspection prior to effecting any requested transferDefinitive Euro-Certificates. The Seller shall execute and deliver to the Master Trust Trustee Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to enable the Master Trust Trustee to fulfill its responsibilities under this Agreement and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphCertificates.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event that, subsequent Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph and, in the case of a Class R Certificate, upon satisfaction of the conditions set forth below, the Trustee notifies on behalf of the Seller that it is unable to act as Certificate RegistrarTrust shall execute, the Seller shall appoint another bank or trust companyauthenticate and deliver, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, 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 and authenticate and 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 held duly endorsed by, or be accompanied by such transferee in book-entry form through the Clearing Agency, and (II) such a written instrument of transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and to the Seller for inspection prior to effecting any requested transferCertificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III FinanceIn addition, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) with respect to each Class R Certificate, the holder thereof may exchange, in the manner described above, such purchaser satisfies Class R Certificate for three separate certificates, each representing such holder's respective Percentage Interest in the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to Class R-1 Interest, the Seller Class R-2 Interest and the Trustee an investor letter substantially Class R-3 Interest, respectively, in each case that was evidenced by the form of Exhibit L Class R Certificate being exchanged and (ii) any subsequent transfers by such purchaser comply with respect to each Class R-X Certificate, the restrictions set forth holder thereof may exchange, in the preceding paragraphmanner 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, respectively, in each case that was evidenced by the Class R-X Certificate being exchanged.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event that, subsequent Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph which office shall initially be the offices of the Trustee's agent located at c/o DTC Transfer Agent Services, 50 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, New York, New York 10041 and, in the case of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trustee notifies on behalf of the Seller that it is unable to act as Certificate RegistrarTrust shall execute, the Seller shall appoint another bank or trust companyauthenticate and deliver, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, 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 and authenticate and 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 held duly endorsed by, or be accompanied by such transferee in book-entry form through the Clearing Agency, and (II) such a written instrument of transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and to the Seller for inspection prior to effecting any requested transferCertificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III FinanceIn addition, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) with respect to each Class R Certificate, the holder thereof may exchange, in the manner described above, such purchaser satisfies Class R Certificate for two separate certificates, each representing such holder's respective Percentage Interest in the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller Class R-1 Interest and the Trustee an investor letter substantially in Class R-2 Interest that was evidenced by the form of Exhibit L Class R Certificate being exchanged and (ii) any subsequent transfers by such purchaser comply with respect to each Class R-X Certificate, the restrictions set forth holder thereof may exchange, in the preceding paragraphmanner described above, such Class R-X Certificate for six separate certificates, each representing such holder's respective Percentage Interest in the Class R-3 Interest, Class R-4 Interest, Class R-5 Interest, Class R-6 Interst, Class R-7 Interest and the Class R-8 Interest that was evidenced by the Class R-X Certificate being exchanged.

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at the office or agency to be maintained by a transfer agent and registrar (the "Transfer Agent and Registrar"), in accordance with the provisions of Section 11.16, a register (the "Certificate Registrar shall maintain a Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, the Certificate Register 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 provided in this Agreementherein provided. The Trustee is hereby initially appointed Certificate Transfer Agent and Registrar for the purpose purposes of registering the Investor Certificates and transfers and changes exchanges of the Investor Certificates as provided herein provided. If any form of Investor Certificate is issued as a Global Certificate, the 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, the Trustee shall appoint a co-transfer agent and co-registrar in Luxembourg or another European city. Any reference in this AgreementAgreement to the Transfer Agent and Registrar shall include any co-transfer agent and co-registrar unless the context otherwise requires. The Trustee shall be permitted to resign as Transfer Agent and Registrar upon 30 days' written notice to the Servicer. In the event that, subsequent to the Closing Date, that the Trustee notifies shall no longer be the Seller that it is unable to act as Certificate Transfer Agent and Registrar, the Seller Transferor shall appoint another bank or trust company, having an a successor Transfer Agent and Registrar. Upon surrender for registration of transfer of any Certificate at any office or agency located in of the Borough of ManhattanTransfer Agent and Registrar, The City of New Yorkthe Transferor shall execute, agreeing subject to act in accordance with the provisions of this Agreement applicable to itsubsection 6.03(c), and otherwise acceptable to the TrusteeTrustee shall authenticate and deliver, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates in authorized denominations of like aggregate Undivided Interests; provided, that the provisions of this paragraph shall not apply to Bearer Certificates. At the option of an Investor Certificateholder, Investor Certificates may be exchanged for other Investor Certificates of the same Series in authorized denominations of like aggregate 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 without limitation, 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 of America. Each Bearer Certificate surrendered pursuant to this Section 6.03 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 Transferor shall execute, and the Trustee shall authenticate and (unless the Transfer Agent and Registrar is different from the Trustee, in which case the Transfer Agent and Registrar shall) deliver, the Investor Certificates of such Series which the Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be held accompanied by such transferee a written instrument of transfer in book-entry a form through the Clearing Agency, and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and to the Seller for inspection prior to effecting any requested transferTransfer Agent and Registrar duly executed by the Certificateholder thereof or his attorney-in-fact duly authorized in writing. The Seller and preceding provisions of this Section 6.03 notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction be, shall not be deemed required to prohibit register the purchase 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 shall be made for any registration of transfer or exchange of Certificates, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Investor Certificates (together with any Coupons attached to Bearer Certificates) surrendered for registration of transfer and exchange shall be canceled by III Finance, Ltd, III Limited Partnership the Transfer Agent and Registrar and disposed of in a manner satisfactory to the Trustee. The Trustee shall cancel and destroy the Global Certificate upon its exchange in full for Definitive Certificates and shall deliver a certificate of destruction to the Transferor. Such certificate shall also state that a certificate or any affiliates certificates of either each Foreign Clearing Agency to the effect referred to in Section 6.13 was received with respect to each portion of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 Global Certificate exchanged for Definitive Certificates. The Transferor shall execute and delivers deliver to the Seller Trustee or the Transfer Agent and Registrar, as applicable, Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphCertificates.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this AgreementTRUST AGREEMENT herein provided. The Trustee is hereby initially appointed Certificate Registrar for Chase Manhattan Bank shall be the purpose of registering Certificates and transfers and changes of Certificates as provided in this Agreement. In the event that, subsequent to the Closing Date, the Trustee notifies the Seller that it is unable to act as initial Certificate Registrar, . Upon surrender for registration of transfer of any Certificate at the Seller shall appoint another bank or trust company, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made maintained pursuant to an effective registration statement under the Securities Act Section 3.8, Owner Trustee shall execute, authenticate and any applicable state securities laws deliver (or (b) (i) such transfer is exempt from the registration requirements under the Securities Act shall cause The Chase Manhattan Bank as its authenticating agent to authenticate and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered deliver), in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates in authorized denominations of a like class and aggregate face amount dated the date of authentication by Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Every Certificate presented or surrendered for registration of transfer or exchange shall be held accompanied by a written instrument of transfer in form satisfactory to Owner Trustee and Certificate Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such transferee 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 book-entry form through 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 Clearing Agency, and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Exchange Act. Each prospective purchaser 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 shall be made for any registration of transfer or exchange of Certificates, but Owner Trustee or Certificate Registrar may require payment of a non-registered sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The preceding provisions of this Section 3.4 notwithstanding, Owner Trustee shall not make and the Certificate Registrar need not held in book-entry form shall deliver register any transfer or exchange of Certificates for a completed and duly executed Transferee's Certificate in the form period of Exhibit K fifteen (15) days preceding any Distribution Date for any payment with respect to the Trustee and to the Seller for inspection prior to effecting any requested transfer. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphCertificates.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event that, subsequent Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph which office shall initially be the offices of the Trustee's agent located at c/o DTC Transfer Agent Services, 00 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, New York, New York 10041 and, in the case of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trustee notifies on behalf of the Seller that it is unable to act as Certificate RegistrarTrust shall execute, the Seller shall appoint another bank or trust companyauthenticate and deliver, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, 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 and authenticate and 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 held duly endorsed by, or be accompanied by such transferee in book-entry form through the Clearing Agency, and (II) such a written instrument of transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and to the Seller for inspection prior to effecting any requested transferCertificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III FinanceIn addition, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) with respect to each Class R Certificate, the holder thereof may exchange, in the manner described above, such purchaser satisfies Class R Certificate for two separate certificates, each representing such holder's respective Percentage Interest in the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller Class R-1 Interest and the Trustee an investor letter substantially in Class R-2 Interest that was evidenced by the form of Exhibit L Class R Certificate being exchanged and (ii) any subsequent transfers by such purchaser comply with respect to each Class R-X Certificate, the restrictions set forth holder thereof may exchange, in the preceding paragraphmanner 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 that was evidenced by the Class R-X Certificate being exchanged.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event that, subsequent Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph which office shall initially be the offices of the Trustee's agent located at c/o DTC Transfer Agent Services, 00 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, New York, New York 10041 and, in the case of a Residual 107 Certificate, upon satisfaction of the conditions set forth below, the Trustee notifies on behalf of the Seller that it is unable to act as Certificate RegistrarTrust shall execute, the Seller shall appoint another bank or trust companyauthenticate and deliver, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, 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 and authenticate and 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 held duly endorsed by, or be accompanied by such transferee in book-entry form through the Clearing Agency, and (II) such a written instrument of transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and to the Seller for inspection prior to effecting any requested transferCertificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III FinanceIn addition, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) with respect to each Class R Certificate, the holder thereof may exchange, in the manner described above, such purchaser satisfies Class R Certificate for two separate certificates, each representing such holder's respective Percentage Interest in the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller Class R-1 Interest and the Trustee an investor letter substantially in Class R-2 Interest that was evidenced by the form of Exhibit L Class R Certificate being exchanged and (ii) any subsequent transfers by such purchaser comply with respect to each Class R-X Certificate, the restrictions set forth holder thereof may exchange, in the preceding paragraphmanner 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. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event that, subsequent Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph and, in the case of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trustee notifies on 117 behalf of the Seller that it is unable to act as Certificate RegistrarTrust shall execute, the Seller shall appoint another bank or trust companyauthenticate and deliver, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, 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 and authenticate and 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 held duly endorsed by, or be accompanied by such transferee in book-entry form through the Clearing Agency, and (II) such a written instrument of transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. In addition, with respect to each Residual Certificate, the Seller holder thereof may exchange, in the manner described above, such Class R Certificate for inspection prior to effecting any requested transfer. The Seller two separate certificates, each representing such holder's respective Percentage Interest in the Class R-1 Interest, the Class R-2 Interest and the Trustee may rely conclusively upon Class R-3 Interest that was evidenced by the information contained in any such certificate in the absence of knowledge to the contrary. Each Class R Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphbeing exchanged.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. BONY shall be the initial Certificate Registrar. The Trustee is hereby initially appointed Certificate Registrar for Certificates have not been and will not be registered under the purpose of registering Certificates Securities Act and transfers and changes of Certificates as provided in this Agreement. In the event that, subsequent to the Closing Date, the Trustee notifies the Seller that it is unable to act as Certificate Registrar, the Seller shall appoint another bank or trust company, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreementwill not be listed on any exchange. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under said Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with the Securities Act and such laws, the Holder desiring to effect such transfer and such Holder's prospective transferee shall each certify to the Owner Trustee or the Certificate Registrar and the Depositor in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit B and Exhibit C (the "Investment Letter"). Except in the case of a transfer as to which the proposed transferee has provided an Investment Letter with respect to a Rule 144A transaction, there shall also be delivered to the Owner Trustee or the Certificate Registrar and the Depositor an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act and state securities laws, which Opinion of Counsel shall not be an expense of the Issuer, the Owner Trustee, the Certificate Registrar or the Indenture Trustee (unless it is the transferee from whom such opinion is to be obtained) or of the Depositor or the Seller; provided, that such Opinion of Counsel in respect of the applicable state securities laws may be a memorandum of law rather than an opinion if such counsel is not licensed in the applicable jurisdiction. Upon request, the Owner Trustee shall provide to any Holder of a Certificate and any prospective transferee designated by any such Holder information regarding the Certificates and the Receivables and such other information which is in the possession of the Owner Trustee or (iiwhich can be obtained by the Owner Trustee without undue burden or expense in order to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Holder of a Certificate desiring to effect such a transfer shall, and 7 Amended and Restated Trust Agreement 2007-1 does hereby agree to, indemnify the Issuer, the Owner Trustee, the Indenture Trustee, the Certificate Registrar and the Depositor against any liability that may result if the transfer is notified by not so exempt or is not made in accordance with federal and state securities laws. All transfers of Certificates shall be subject to the transfer restrictions described in Section 11.13 of this Agreement. Furthermore, no transfer of a Certificate shall be made to any Person unless the Owner Trustee or the Certificate Registrar and the Depositor have received a certificate in the form of paragraphs 3 and 4 to the Investment Letter attached hereto as Exhibit C from such transferee Person to the effect that such Person is not a Benefit Plan (as defined in Section 11.13(a)) and that such person is not a partnership, grantor trust, or S Corporation (as defined in the Code) in which, after giving effect to the proposed transfer, 50% or more of the value of each beneficial ownership interest of such entity is attributable to the Certificates and/or the Notes and that such Certificates have not been transferred through an "established securities market" within the meaning of Section 7704(b) of the Code. Upon surrender for registration of transfer of any Certificate will be registered at the office or agency maintained pursuant to Section 3.08, the Owner Trustee shall execute, authenticate and deliver (or shall cause BONY as its authenticating agent to authenticate and deliver), in the name of the Clearing Agency designated transferee or its nominee and transferees, one or more new Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.08. Every Certificate presented or surrendered for registration of transfer or exchange shall be held accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the related Certificateholder or such transferee Certificateholder's attorney duly authorized in book-entry form through writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Clearing AgencyOwner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. 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 for a period of fifteen (II15) such days preceding the due date for any payment with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if a certificate or opinion is specifically required to be delivered to the Owner Trustee or the Certificate Registrar by a Person that satisfies purchaser or transferee of a 8 Amended and Restated Trust Agreement 2007-1 Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under this Trust Agreement and shall promptly notify the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in party delivering the form of Exhibit K to the Trustee and to the Seller for inspection prior to effecting any requested transfer. The Seller and the Trustee may rely conclusively upon the information contained in any same if such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall or opinion does not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphso conform.

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at the office or agency to be maintained by a transfer agent and certificate registrar (the "Transfer Agent and Certificate Registrar shall maintain Registrar"), in accordance with the provisions of Section 16.7, a register (the "Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, the Transfer Agent and Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee Certificate Register shall list the names of the Certificateholders and their respective ownership interests in the Trust, and shall be treated as definitive and binding for all purposes hereunder. Only those persons registered as Certificateholders in the Certificate Register shall be recognized as having any interest in the Trust or Trust estate or as possessing the rights of a Certificateholder hereunder. A transfer of ownership of a Certificate shall be effectuated only by an appropriate entry in the Certificate Register. [ ] is hereby initially appointed Transfer Agent and Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In the event that, subsequent to the Closing Datedate of issuance of the Certificates, the Trustee notifies the Seller that it is unable to act as Transfer Agent and Certificate Registrar, the Seller shall Trustee shall, with the consent of the Seller, appoint another bank or trust company, having an office or agency located in the Borough of Manhattan, The New York City of New York, agreeing and which agrees to act in accordance with the provisions of this the Agreement applicable to it, to act, as successor Transfer Agent and otherwise acceptable Certificate Registrar under the Agreement. [ ] shall be permitted to resign as Transfer Agent and Certificate Registrar upon 30 days' written notice to the Seller and the Servicer; provided, however, that such resignation shall not be effective and [ ] shall continue to perform its duties as Transfer Agent and Certificate Registrar until the Trustee has appointed a successor Transfer Agent and Certificate Registrar with the consent of the Seller. Upon surrender for registration of transfer of any Class A Certificate or Class B Certificate at the office or agency of the Transfer Agent and Certificate Registrar maintained pursuant to Section 16.7, the Transfer Agent and Certificate Registrar shall make an appropriate entry in the Certificate Register to reflect such transfer, and the Trustee shall execute, authenticate and (if the Transfer Agent and Certificate Registrar is different than the Trustee, to act as successor then the Transfer Agent and Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (Ishall) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered deliver, in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates in authorized denominations of a like aggregate amount. At the option of a Certificateholder, Class A Certificates or Class B Certificates may be exchanged for other Class A Certificates or Class B Certificates, as the case may be, in authorized denominations of a like aggregate amount at such office or agency. Whenever any Class A Certificate or Class B Certificate is surrendered for exchange, the Trustee shall execute, authenticate and (if the Transfer Agent and Certificate Registrar is different than the Trustee, then the Transfer Agent and Certificate Registrar shall) 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 held accompanied by such transferee a written instrument of transfer in book-entry form through the Clearing Agency, and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and to the Seller for inspection prior to effecting any requested transfer. The Seller Transfer Agent and Certificate Registrar duly executed by the Trustee may rely conclusively upon Holder, which signature on such assignment must be guaranteed by a member of the information contained in any such certificate in the absence of knowledge to the contraryNew York Stock Exchange or a commercial bank or trust company. Each Certificate Owner surrendered for registration of transfer or exchange shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit cancelled by the purchase Transfer Agent and Certificate Registrar or retained in accordance with its standard retention policy and disposed of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers retained in a manner satisfactory to the Seller Trustee and the Trustee an investor letter substantially Seller. No service charge shall be made for any registration of transfer or exchange of Certificates, but the Transfer Agent and Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in the form connection with any transfer or exchange of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphCertificates.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event that, subsequent Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph which office shall initially be the offices of the Trustee's agent located at c/o DTC Transfer Agent Services, 50 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, New York, New York 10041 and, in the case of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trustee notifies on behalf of the Seller that it is unable to act as Certificate RegistrarTrust shall execute, the Seller shall appoint another bank or trust companyauthenticate and deliver, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, 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 and authenticate and 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 held duly endorsed by, or be accompanied by such transferee in book-entry form through the Clearing Agency, and (II) such a written instrument of transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and to the Seller for inspection prior to effecting any requested transferCertificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III FinanceIn addition, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) with respect to each Class R Certificate, the holder thereof may exchange, in the manner described above, such purchaser satisfies Class R Certificate for three separate certificates, each representing such holder's respective Percentage Interest in the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to Class R-1 Interest, the Seller Class R-2 Interest and the Trustee an investor letter substantially in Class R-3 Interest that was evidenced by the form of Exhibit L Class R Certificate being exchanged and (ii) any subsequent transfers by such purchaser comply with respect to each Class R-X Certificate, the restrictions set forth holder thereof may exchange, in the preceding paragraphmanner 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. (a) The Trustee shall cause to be kept at the office or agency to be maintained in accordance with the provisions of Section 11.16 a register (the "Certificate Registrar shall maintain a Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, a transfer agent and registrar (which may be the Certificate Register Trustee) (the "Transfer Agent and Registrar") shall provide for the registration of the Registered Certificates and of transfers and exchanges of the Registered Certificates as provided in this Agreementherein provided. The Transfer Agent and Registrar shall initially be The Bank of New York. The Trustee is hereby initially appointed Certificate may revoke such appointment and remove The Bank of New York as Transfer Agent and Registrar for if the purpose Trustee determines in its sole discretion that The Bank of registering Certificates New York failed to perform its obligations under this Agreement in any material respect. The Bank of New York shall be permitted to resign as Transfer Agent and transfers and changes of Certificates as provided in this Agreement. In the event that, subsequent Registrar upon 30 days' notice to the Closing DateSeller, the Trustee notifies and the Seller Servicer; provided, however, that it is unable such resignation shall not be effective and The Bank of New York shall continue to act perform its duties as Transfer Agent and Registrar until the Trustee has appointed a successor Transfer Agent and Registrar reasonably acceptable to the Seller. Upon surrender for registration of transfer of any Registered Certificate Registrar, the Seller shall appoint another bank or trust company, having an at any office or agency located of the Transfer Agent and Registrar maintained for such purpose, one or more new Registered Certificates (of the same Series and Class) in authorized denominations of like aggregate fractional undivided interests in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate Certificateholders' Interest shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act executed, authenticated and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered delivered, in the name of the Clearing Agency designated transferee or its nominee transferees. At the option of a Registered Certificateholder, Registered Certificates (of the same Series and Class) may be -55- exchanged for other Registered Certificates of authorized denominations of like aggregate fractional undivided interests in the Certificateholders' Interest, upon surrender of the Registered Certificates to be exchanged at any such office or agency; Registered Certificates, including Registered Certificates received in exchange for Bearer Certificates, may not be exchanged for Bearer Certificates. At the option of the Holder of a Bearer Certificate, subject to applicable laws and regulations, Bearer Certificates may be exchanged for other Bearer Certificates or Registered Certificates (of the same Series and Class) of authorized denominations of like aggregate fractional undivided interests in the Certificateholders' Interest, 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 shall have attached thereto all unmatured Coupons; provided that any Bearer Certificate, so surrendered after the close of business on the Record Date preceding the relevant payment date or distribution date after the expected final payment date need not have attached the Coupon relating to such payment date or distribution date (in each case, as specified in the applicable Supplement). The preceding provisions of this Section notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case may be, shall not be required to register the transfer of or exchange any Certificate for a period of 15 days preceding the due date for any payment with respect to the Certificate. Whenever any Investor Certificates are so surrendered for exchange, the Seller shall execute, the Trustee shall authenticate and the Transfer Agent and Registrar shall deliver (in the case of Bearer Certificates, outside the United States) the Investor Certificates which the Investor Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be held accompanied by such transferee a written instrument of transfer in book-entry a form through the Clearing Agency, and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee or the Transfer Agent and Registrar duly executed by the Investor Certificateholder or the attorney-in-fact thereof duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Investor Certificates, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any such transfer or exchange. All Investor Certificates (together with any Coupons) surrendered for registration of transfer and exchange or for payment shall be canceled and disposed of in a manner satisfactory to the Seller for inspection prior to effecting any requested transferTrustee. The Seller shall execute and deliver to the Trustee Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement, each Supplement and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphCertificates.

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at the office or agency to be maintained by a transfer agent and registrar (the "Transfer Agent and Registrar"), in accordance with the provisions of Section 11.16, a register (the "Certificate Registrar shall maintain a Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, the Certificate Register 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 provided herein provided. Trustee is the initial Transfer Agent and Registrar. If any Investor Certificate 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 AgreementAgreement to the Transfer Agent and Registrar shall include any co-transfer agent and co-registrar unless the context otherwise requires. The Trustee is hereby initially appointed Certificate shall be permitted to resign as Transfer Agent and Registrar for the purpose of registering Certificates and transfers and changes of Certificates as provided in this Agreementupon 30 days' written notice to Servicer. In the event that, subsequent to that Trustee shall no longer be the Closing Date, the Trustee notifies the Seller that it is unable to act as Certificate Transfer Agent and Registrar, the Seller Trustee shall appoint another bank or trust company, having an a successor Transfer Agent and Registrar. Upon surrender for registration of transfer of any Certificate at any office or agency located in of the Borough of ManhattanTransfer Agent and Registrar, The City of New York, agreeing subject to act in accordance with the provisions of this Agreement applicable to itsubsection 6.3(c), Transferor shall execute, and otherwise acceptable to the TrusteeTrustee shall authenticate and deliver, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of like aggregate Undivided Interests; provided that the provisions of this paragraph shall not apply to Bearer Certificates. At the option of an Investor Holder, Investor Certificates may be exchanged for other Investor Certificates of the same Series in authorized denominations of like aggregate 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, Transferor shall execute, and 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 Holder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in a form satisfactory to Trustee and the Transfer Agent and Registrar duly executed by the Holder thereof or his attorney-in-fact duly authorized in writing. 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 shall be made for any registration of transfer or exchange of Certificates, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Investor Certificates (together with any Coupons attached to Bearer Certificates) surrendered for registration of transfer and exchange shall be 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 the 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 nominee responsibilities under this Agreement and the Certificates. (b) Except as provided in Section 2.9, 6.9 or 7.2 or this subsection 6.3(b), Transferor shall not transfer the Transferor Certificate or any interest therein. Transferor may surrender the Transferor Certificate to Trustee in exchange for a newly issued Transferor Certificate and one or more additional certificates (each a "Supplemental Certificate"), the terms of which shall be held by such transferee defined in book-entry form through a Supplement (which Supplement shall be subject to Section 13.1(a) to the Clearing Agencyextent that it amends any of the terms of this Agreement), to be delivered to or upon the order of Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions: (i) Trustee shall have received an Officer's Certificate of Transferor certifying that the Transferor Interest shall not be less than the Minimum Transferor Interest, in each case as of the date of, and (II) after giving effect to, such transfer is to a Person that satisfies the requirements of paragraph (a) (2) exchange; (ii) the Rating Agency Condition shall have been satisfied with respect to such exchange (or transfer or exchange as provided below); and (iii) Transferor shall have delivered to Trustee and each Rating Agency a Tax Opinion, dated the date of Rule 3a-7 such exchange (or transfer or exchange as then provided below), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in effect or any successor rule clauses ("Rule 3a-7"ii) under the Investment Company Actand (iii). Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate (c) Unless otherwise provided in the form related Supplement, registration of Exhibit K transfer of Registered Certificates containing a legend relating to the Trustee and restrictions on transfer of such Registered Certificates (which legend shall be set forth in the Supplement relating to such Investor Certificates) shall be effected only if the conditions set forth in such related Supplement are satisfied. Whenever a Registered Certificate containing the legend set forth in the related Supplement is presented to the Seller Transfer Agent and Registrar for inspection prior to effecting any requested registration of transfer, the Transfer Agent and Registrar shall promptly seek instructions from Servicer regarding such transfer. The Seller Transfer Agent and the Registrar and Trustee may rely conclusively upon the information contained in shall be entitled to receive written instructions signed by a Servicing Officer prior to registering any such certificate transfer or authenticating new Registered Certificates, as the case may be. Servicer shall indemnify the Transfer Agent and Registrar and Trustee and hold each of them harmless against any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by them in reliance on any such written instructions furnished pursuant to this subsection 6.3(c). (d) The Transfer Agent and Registrar will maintain at its expense in New York, New York (and subject to this Section 6.3, if specified in the absence related Supplement for any Series, any other city designated in such Supplement) an office or offices or any agency or agencies where Investor Certificates of knowledge to the contrarysuch Series may be surrendered for registration of transfer or exchange. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. (e) The foregoing restriction shall Certificates of any Series (or if there is more than one Class in a Series, each Class) may not be deemed to prohibit acquired with the purchase plan assets of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(iany "employee benefit plan" as defined in Section 3(3) of Rule 3a-7 and delivers ERISA, which is subject to the Seller and the Trustee an investor letter substantially in the form Title I of Exhibit L and ERISA, or (ii) any subsequent transfers by "plan" as defined in Section 4975 of the Internal Revenue Code (each a "Benefit Plan"), unless such Series (or Class) has been registered under Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, and the underwriter or underwriters for such Series (or Class) notifies Transferor and Trustee that as of the date immediately following the conclusion of the offering, the Certificates of such Series (or Class) have been sold to at least 100 separately named persons. If the Certificates of any Series (or Class) may not be acquired with plan assets because the foregoing requirements are not satisfied, then each purchaser comply and each transferee of such Certificates will be deemed to represent and warrant that it is not purchasing such Certificates with the restrictions set forth in the preceding paragraph.plan assets of a Benefit Plan. SECTION 6.4

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. [ ] shall be the initial Certificate Registrar. The Trustee is hereby initially appointed Certificate Registrar for shall provide the purpose Trust Collateral Agent with a list of registering Certificates the names and transfers and changes addresses of Certificates as the Certificateholders on the Closing Date in the form which such information is provided in this Agreement. In the event that, subsequent to the Closing DateCertificate Registrar. Upon any transfers of Certificates, the Trustee notifies Certificate Registrar shall notify the Seller that it is unable to act as Trust Collateral Agent of the name and address of the transferee in writing, by facsimile, on the day of such transfer. Upon surrender for registration of transfer of any Certificate Registrar, at the Seller shall appoint another bank or trust company, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made maintained pursuant to an effective registration statement under Section 3.8, the Securities Act Owner Trustee shall execute, authenticate and any applicable state securities laws deliver (or (b) (i) such transfer is exempt from the registration requirements under the Securities Act shall cause as its authenticating agent to authenticate and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered deliver), in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates in authorized denominations of a like class and aggregate Certificate Percentage Interest [and face amount] dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like aggregate Certificate Percentage Interest [or face amount] upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Every Certificate presented or surrendered for registration of transfer or exchange shall be held accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such transferee in book-entry form through the Clearing Agency, and (II) such transfer is to a Person that satisfies signature guaranteed by an "eligible guarantor institution" meeting the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then the Certificate Registrar, which requirements include membership or participation in effect or any successor rule the Securities Transfer Agent's Medallion Program ("Rule 3a-7STAMP") under or such other "signature guarantee program" as may be determined by the Investment Company Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. Each prospective purchaser 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 shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a non-registered Certificate not held sum sufficient to cover any tax or governmental charge that may be imposed in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form connection with any transfer or exchange of Exhibit K to the Trustee and to the Seller for inspection prior to effecting any requested transfer. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphCertificates.

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at the office or agency to be maintained in accordance with the provisions of Section 11.15 a register (the "Certificate Registrar shall maintain a Certificate Register ----------- Register") in which, subject to such reasonable regulations as it may prescribe, -------- a transfer agent and registrar (the Certificate Register "Transfer -------- Agent and Registrar") shall provide for the registration of the Registered ------------------- Certificates and of transfers and exchanges of the Registered Certificates as provided in this Agreementherein provided. The Trustee is hereby Transfer Agent and Registrar shall initially appointed Certificate Registrar for the purpose of registering Certificates and transfers and changes of Certificates as provided in this Agreement. In the event that, subsequent to the Closing Date, be the Trustee notifies and any co-transfer agent and co-registrar chosen by the Seller that it is unable to act as Certificate Registrar, the Seller shall appoint another bank or trust company, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee. Any reference in this Agreement to the Transfer Agent and Registrar shall include any co-transfer agent and co-registrar unless the context requires otherwise. Subject to paragraph (c) below, to act as successor Certificate Registrar under this Agreement. No upon surrender for registration of transfer of a any Registered Certificate at any office or agency of the Transfer Agent and Registrar maintained for such purpose, one or more new Registered Certificates (of the same Series and Class) in authorized denominations of like aggregate fractional undivided interests in the Certificateholders' Interest shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act executed, authenticated and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered delivered, in the name of the Clearing Agency designated transferee or its nominee transferees. At the option of a Registered Certificateholder, Registered Certificates (of the same Series and Class) may be exchanged for other Registered Certificates of authorized denominations of like aggregate fractional undivided interests in the Certificateholders' Interest, upon surrender of the Registered Certificates to be exchanged at any such office or agency; Registered Certificates, including Registered Certificates received in exchange for Bearer Certificates, may not be exchanged for Bearer Certificates. At the option of the Holder of a Bearer Certificate, subject to applicable laws and regulations, Bearer Certificates may be exchanged for other Bearer Certificates or Registered Certificates (of the same Series and Class) of authorized denominations of like aggregate fractional undivided interests in the Certificateholders' Interest, 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 shall have attached thereto all unmatured Coupons; provided that any Bearer Certificate so -------- surrendered after the close of business on the Record Date preceding the relevant payment date or distribution date after the expected final payment date need not have attached the Coupon relating to such payment date or distribution date (in each case, as specified in the applicable Supplement). The preceding provisions of this Section notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case may be, shall not be required to register the transfer of or exchange any Certificate for a period of 15 days preceding the due date for any payment with respect to the Certificate. 66 Whenever any Investor Certificates are so surrendered for exchange, the Seller shall execute, the Trustee shall authenticate, and the Transfer Agent and Registrar shall deliver (in the case of Bearer Certificates, outside the United States) the Investor Certificates which the Investor Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be held accompanied by such transferee a written instrument of transfer in booka form satisfactory to the Trustee or the Transfer Agent and Registrar duly executed by the Investor Certificateholder or the attorney-entry form through in-fact thereof duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Investor Certificates, but the Clearing Agency, Transfer Agent and (II) Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any such transfer is or exchange. All Investor Certificates (together with any Coupons) surrendered for registration of transfer and exchange or for payment shall be canceled and disposed of in a manner satisfactory to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then Trustee. The Trustee shall cancel and destroy any Global Certificate upon its exchange in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a nonfull for Definitive Euro-registered Certificate not held in book-entry form Certificates and shall deliver a completed certificate of destruction to the Seller. Such certificate shall also state that a certificate or certificates of a Foreign Clearing Agency to the effect referred to in Section 6.11 was received with respect to each portion of the Global Certificate exchanged for Definitive Euro-Certificates. The Seller shall execute and duly executed Transferee's Certificate in the form of Exhibit K deliver to the Trustee Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to enable the Seller for inspection prior Trustee to effecting any requested transfer. The Seller fulfill its responsibilities under this Agreement and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphCertificates.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby Trust Administrator shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In the event that, subsequent to the Closing Date, the Trustee notifies the Seller that it is unable to act as Upon surrender for registration of transfer of any Certificate Registrar, the Seller shall appoint another bank or trust company, having an at any office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by maintained for such transferee that such Certificate will purpose pursuant to the foregoing paragraph which office shall initially be registered the offices of the Trust Administrator’s agent located at Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Corporate Trust Services - Fremont Home Loan Trust 2006-2, and, in the case of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trust Administrator on behalf of the Trust shall execute, authenticate and deliver, in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trust Administrator shall execute on behalf of the Trust and authenticate and 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 Trust Administrator or the Certificate Registrar) be held duly endorsed by, or be accompanied by such transferee in book-entry form through a written instrument of transfer satisfactory to the Clearing Agency, Trust Administrator and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and Registrar duly executed Transferee's Certificate by, the Holder thereof or his attorney duly authorized in the form of Exhibit K to the Trustee and to the Seller for inspection prior to effecting any requested transferwriting. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III FinanceIn addition, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) with respect to each Class R Certificate, the holder thereof may exchange, in the manner described above, such purchaser satisfies Class R Certificate for four separate certificates, each representing such holder’s respective Percentage Interest in the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to Class R-1 Interest, the Seller Class R-2 Interest and the Trustee an investor letter substantially in Class R-3 Interest that was evidenced by the form of Exhibit L Class R Certificate being exchanged and (ii) any subsequent transfers by such purchaser comply with respect to each Class R-X Certificate, the restrictions set forth holder thereof may exchange, in the preceding paragraphmanner 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 Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event that, subsequent Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph and, in the case of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trustee notifies on 112 behalf of the Seller that it is unable to act as Certificate RegistrarTrust shall execute, the Seller shall appoint another bank or trust companyauthenticate and deliver, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, 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 and authenticate and 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 held duly endorsed by, or be accompanied by such transferee in book-entry form through the Clearing Agency, and (II) such a written instrument of transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. In addition, with respect to each Class R Certificate, the Seller holder thereof may exchange, in the manner described above, such Class R Certificate for inspection prior to effecting any requested transfer. The Seller two separate certificates, each representing such holder's respective Percentage Interest in the Class R-1 Interest and the Trustee may rely conclusively upon Class R-2 Interest that was evidenced by the information contained in any such certificate in the absence of knowledge to the contrary. Each Class R Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphbeing exchanged.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby Securities Administrator shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event that, subsequent Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph (or, so long as the Trustee notifies the Seller that it is unable to act Securities Administrator serves as Certificate Registrar, the Seller shall appoint another bank office of the Certificate Registrar located at [ ], or trust company, having an such other office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) that the Certificate Registrar is notified by such transferee that such Certificate will be registered shall designate), the Securities Administrator on behalf of the Trust shall execute, authenticate and deliver, in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Securities Administrator shall execute on behalf of the Trust and authenticate and 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 Securities Administrator or the Certificate Registrar) be held duly endorsed by, or be accompanied by such transferee in book-entry form through a written instrument of transfer satisfactory to the Clearing Agency, Securities Administrator and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and Registrar duly executed Transferee's Certificate by, the Holder thereof or his attorney duly authorized in the form of Exhibit K to the Trustee and to the Seller for inspection prior to effecting any requested transfer. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphwriting.

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at the office or agency to be maintained by a transfer agent and registrar (the "Transfer Agent and Registrar"), in accordance with the provisions of Section 11.16, a register (the "Certificate Registrar shall maintain a Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, the Certificate Register 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 provided in this Agreementherein provided. The Trustee is hereby initially appointed Certificate Transfer Agent and Registrar for the purpose purposes of registering the Investor Certificates and transfers and changes exchanges of the Investor Certificates as provided in this Agreementherein provided. In the event that, subsequent to the Closing DateIf any form of Investor Certificate is issued as a Global Certificate, the Trustee notifies may, or if and so long as any Series of Investor Certificates are listed on an Offshore Securities Market and such exchange shall so require, the Seller Trustee shall appoint a co-transfer agent and co-registrar in the location required by the Offshore Securities Market. 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. The Trustee shall be permitted to resign as Transfer Agent and Registrar upon 30 days' written notice to the Servicer; provided, however, that it is unable to act as such resignation shall not be effective until the appointment by the Transferor of a successor Transfer Agent and Registrar, and acceptance of the appointment by such successor. Upon surrender for registration of transfer of any Certificate at any office or agency of the Transfer Agent and Registrar, the Seller Transferor shall appoint another bank or trust companyexecute, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing subject to act in accordance with the provisions of this Agreement applicable to itsubsection 6.03(c), and otherwise acceptable to the TrusteeTrustee shall authenticate and deliver, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates in authorized denominations of like aggregate Undivided Interests, provided that the provisions of this paragraph shall not apply to Bearer Certificates. At the option of an Investor Certificateholder, Investor Certificates may be exchanged for other Investor Certificates of the same Series in authorized denominations of like aggregate 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 Bearer Certificateholder, subject to applicable laws and regulations (including without limitation, 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 6.03 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 (of, if the Record Date is not a Business Day, after the close of business of the Business Day immediately preceding 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. 58 Whenever any Investor Certificates of any Series are so surrendered for exchange, the Transferor shall execute, and the Trustee shall authenticate and (unless the Transfer Agent and Registrar is different than the Trustee, in which case the Transfer Agent and Registrar shall) deliver, the Investor Certificates of such Series which the Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be held accompanied by such transferee a written instrument of transfer in book-entry a form through the Clearing Agency, and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and to the Seller for inspection prior to effecting any requested transferTransfer Agent and Registrar duly executed by the Certificateholder thereof or his attorney-in-fact duly authorized in writing. The Seller and preceding provisions of this Section 6.03 notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction be, shall not be deemed required to prohibit register the purchase 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 shall be made for any registration of transfer or exchange of Certificates, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Investor Certificates (together with any Coupons attached to Bearer Certificates) surrendered for registration of transfer and exchange shall be canceled by III Finance, Ltd, III Limited Partnership the Transfer Agent and Registrar and disposed of in a manner satisfactory to the Trustee and the Transferor. The Trustee shall cancel and destroy the Global Certificates upon its exchange in full for Definitive Certificates and shall deliver a certificate of destruction to the Transferor. Such certificate shall also state that a certificate or any affiliates certificates of either each Foreign Clearing Agency to the effect referred to in Section 6.13 was received with respect to each portion of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 Global Certificate exchanged for Definitive Certificates. The Transferor shall execute and delivers deliver to the Seller Trustee or the Transfer Agent and Registrar, as applicable, Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphCertificates.

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at the office or agency to be maintained by a transfer agent and registrar (the "Transfer Agent and ------------------ Registrar"), in accordance with the provisions of Section 11.16, a register (the "Certificate Registrar shall maintain a Certificate Register Register") in which, subject to such reasonable regulations as it -------------------- may prescribe, the Certificate Register 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. Chase Bank is hereby initially appointed Transfer Agent and Registrar for the purposes of registering the Investor Certificates and transfers and exchanges of the Investor Certificates as provided herein provided. If any form of Investor Certificate is issued as a Global Certificate, the Trustee may, or if and so long as any Series of Investor Certificates are listed an the Luxembourg Stock Exchange and such exchange shall so require, the Trustee shall appoint a co-transfer agent and co-registrar in Luxembourg or another European city. Any reference in this AgreementAgreement to the Transfer Agent and Registrar shall include any co-transfer agent and co- registrar unless the context otherwise requires. The Trustee is hereby initially appointed Certificate Chase Bank shall be permitted to resign as Transfer Agent and Registrar for upon 30 days' written notice to the purpose of registering Certificates and transfers and changes of Certificates as provided in this AgreementServicer. In the event that, subsequent to that Chase Bank shall no longer be the Closing DateTransfer Agent and Registrar, the Trustee notifies shall appoint a successor Transfer Agent and Registrar. Upon surrender for registration of transfer of any Certificate at any office or agency of the Seller that it is unable to act as Certificate Transfer Agent and Registrar, the Seller Transferor shall appoint another bank or trust companyexecute, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing subject to act in accordance with the provisions of this Agreement applicable to itsubsection 6.3(c), and otherwise acceptable to the TrusteeTrustee shall authenticate and deliver, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates in authorized denominations of like aggregate Undivided Interests; provided, however that the provisions of this -------- ------- paragraph shall not apply to Bearer Certificates. At the option of an Investor Certificateholder, Investor Certificates may be exchanged for other Investor Certificates of the same Series in authorized denominations of like aggregate 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 Bearer Certificateholder, subject to applicable laws and regulations (including without limitation, 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 Transferor shall execute, and the Trustee shall authenticate and (unless the Transfer Agent and Registrar is different than the Trustee, in which case the Transfer Agent and Registrar shall) deliver, the Investor Certificates of such Series which the Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be held accompanied by such transferee a written instrument of transfer in book-entry a form through the Clearing Agency, and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and to the Seller for inspection prior to effecting any requested transferTransfer Agent and Registrar duly executed by the Certificate holder thereof or his attorney-in-fact duly authorized in writing. The Seller and preceding provisions of this Section 6.3 notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction be, shall not be deemed required to prohibit register the purchase transfer of or exchange any Investor Certificate of any Certificates by III Finance, Ltd, III Limited Partnership or Series for a period of 15 days preceding the due date for any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers payment with respect to the Seller Investor Certificates of such Series. Unless otherwise provided in the related Supplement, no service charge shall be made for any registration of transfer or exchange of Certificates, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Investor Certificates (together with any Coupons attached to Bearer Certificates) surrendered for registration of transfer and exchange shall be canceled by the Transfer Agent and Registrar and disposed of in a manner satisfactory to the Trustee. The Trustee shall cancel and destroy any Global Certificates upon its exchange in full for Definitive Certificates and shall deliver a certificate of destruction to the 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 such Global Certificate exchanged for Definitive Certificates. The Transferor shall execute and deliver to the Trustee or the Transfer Agent and Registrar, as applicable, Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphCertificates.

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at the office or agency to be maintained by a transfer agent and certificate registrar (the "Transfer Agent and Certificate Registrar shall maintain Registrar"), in accordance with the provisions of Section 16.7, a register (the "Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, the Transfer Agent and Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee Certificate Register shall list the names of the Certificateholders and their respective ownership interests in the Trust, and shall be treated as definitive and binding for all purposes hereunder. Only those persons registered as Certificateholders in the Certificate Register shall be recognized as having any interest in the Trust or Trust estate or as possessing the rights of a Certificateholder hereunder. A transfer of ownership of a Certificate shall be effectuated only by an appropriate entry in the Certificate Register. The Chase Manhattan Bank is hereby initially appointed Transfer Agent and Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In the event that, subsequent to the Closing Datedate of issuance of the Certificates, the Trustee notifies the Seller that it is unable to act as Transfer Agent and Certificate Registrar, the Seller shall Trustee shall, with the consent of the Seller, appoint another bank or trust company, having an office or agency located in the Borough of Manhattan, The New York City of New York, agreeing and which agrees to act in accordance with the provisions of this the Agreement applicable to it, to act, as successor Transfer Agent and otherwise acceptable Certificate Registrar under the Agreement. The Chase Manhattan Bank shall be permitted to resign as Transfer Agent and Certificate Registrar upon 30 days' written notice to the Seller and the Servicer; provided, however, that such resignation shall not be effective and The Chase Manhattan Bank shall continue to perform its duties as Transfer Agent and Certificate Registrar until the Trustee has appointed a successor Transfer Agent and Certificate Registrar with the consent of the Seller. Upon surrender for registration of transfer of any Class A Certificate or Class B Certificate at the office or agency of the Transfer Agent and Certificate Registrar maintained pursuant to Section 16.7, the Transfer Agent and Certifi cate Registrar shall make an appropriate entry in the Certificate Register to reflect such transfer, and the Trustee shall execute, authenticate and (if the Transfer Agent and Certificate Registrar is different than the Trustee, to act as successor then the Transfer Agent and Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (Ishall) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered deliver, in the name of the Clearing Agency designated transferee or its nominee and shall be held by such transferee transferees, one or more new Certificates in book-entry form through the Clearing Agency, and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser authorized denominations of a non-registered Certificate not held like aggregate amount. At the option of a Certificateholder, Class A Certificates or Class B Certificates may be exchanged for other Class A Certificates or Class B Certificates, as the case may be, in book-entry form shall deliver authorized denominations of a completed and duly executed Transferee's Certificate in the form of Exhibit K to the Trustee and to the Seller for inspection prior to effecting any requested transfer. The Seller and the Trustee may rely conclusively upon the information contained in any like aggregate amount at such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership office or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphagency.

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at the office or agency to be maintained by a transfer agent and registrar (the "Transfer Agent and Registrar"), in accordance with the provisions of Section 11.16, a register (the "Certificate Registrar shall maintain a Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, the Certificate Register 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 provided herein provided. Trustee is the initial Transfer Agent and Registrar. If any Investor Certificate 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 AgreementAgreement to the Transfer Agent and Registrar shall include any co- transfer agent and co-registrar unless the context otherwise requires. The Trustee is hereby initially appointed Certificate shall be permitted to resign as Transfer Agent and Registrar for the purpose of registering Certificates and transfers and changes of Certificates as provided in this Agreementupon 30 days' written notice to Servicer. In the event that, subsequent to that Trustee shall no longer be the Closing Date, the Trustee notifies the Seller that it is unable to act as Certificate Transfer Agent and Registrar, the Seller Trustee shall appoint another bank or trust company, having an a successor Transfer Agent and Registrar. Upon surrender for registration of transfer of any Certificate at any office or agency located in of the Borough of ManhattanTransfer Agent and Registrar, The City of New York, agreeing subject to act in accordance with the provisions of this Agreement applicable to itsubsection 6.3(c), Transferor shall execute, and otherwise acceptable to the TrusteeTrustee shall authenticate and deliver, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates in authorized denominations of like aggregate Undivided Interests; provided that the provisions of this paragraph shall not apply to Bearer Certificates. At the option of an Investor Holder, Investor Certificates may be exchanged for other Investor Certificates of the same Series in authorized denominations of like aggregate 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, Transferor shall execute, and 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 Holder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be held accompanied by a written instrument of transfer in a form satisfactory to Trustee and the Transfer Agent and Registrar duly executed by the Holder thereof or his attorney-in-fact duly authorized in writing. 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 transferee Series. Unless otherwise provided in book-entry form through the Clearing Agencyrelated Supplement, no service charge shall be made for any registration of transfer or exchange of Certificates, but the Transfer Agent and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser Registrar may require payment of a non-registered Certificate not held sum sufficient to cover any tax or governmental charge that may be imposed in book-entry form connection with any transfer or exchange of Certificates. All Investor Certificates (together with any Coupons attached to Bearer Certificates) surrendered for registration of transfer and exchange shall be 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 completed and duly executed Transferee's Certificate in the form certificate of Exhibit K 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 the Transfer Agent and Registrar, as applicable, Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to the Seller for inspection prior enable Trustee to effecting any requested transfer. The Seller fulfill its responsibilities under this Agreement and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphCertificates.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event that, subsequent Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph and, in the case of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trustee notifies on 105 behalf of the Seller that it is unable to act as Certificate RegistrarTrust shall execute, the Seller shall appoint another bank or trust companyauthenticate and deliver, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, 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 and authenticate and 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 held duly endorsed by, or be accompanied by such transferee in book-entry form through the Clearing Agency, and (II) such a written instrument of transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. In addition, with respect to each Residual Certificate, the Seller holder thereof may exchange, in the manner described above, such Class R Certificate or Class R-3 Certificate for inspection prior to effecting any requested transfer. The Seller two separate certificates, each representing such holder's respective Percentage Interest in the Class R-1 Interest and the Trustee may rely conclusively upon Class R-2 Interest or the information contained Class R-3 and Class R-4 Interest, respectively, in any such certificate in each case that was evidenced by the absence of knowledge to the contrary. Each Class R Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphClass R-3 Certificate being exchanged.

Registration of Transfer and Exchange of Certificates. Trustee shall cause to be kept at the office or agency to be maintained by a transfer agent and registrar (athe "Transfer Agent and Registrar") The in accordance ---------------------------- with the provisions of Section 10.15 a register (the "Certificate Registrar shall maintain a Certificate Register Register") in ------------- -------------------- which, subject to such reasonable regulations as it may prescribe, the Certificate Register Transfer Agent and Registrar shall provide for the registration of the Certificates and of transfers and exchanges of the Certificates as herein provided. Trustee is hereby initially appointed Transfer Agent and Registrar for the purpose of registering the Certificates and transfers and exchanges of the Certificates as provided in this Agreementherein provided. The Trustee is hereby initially appointed Certificate shall be permitted to resign as Transfer Agent and Registrar for upon 30 days' written notice to Servicer and the purpose of registering Certificates and transfers and changes of Certificates as provided in this AgreementControlling Party. In the event thatthat Trustee shall no longer be the Transfer Agent and Registrar, subsequent Trustee shall appoint a successor Transfer Agent and Registrar acceptable to the Closing Date, Controlling Party. Each permitted transfer hereunder shall be accomplished by surrender of such Certificates for registration of transfer at the Trustee notifies the Seller that it is unable to act as Corporate Trust Office. Upon surrender for registration of transfer of any Certificate Registrar, the Seller shall appoint another bank or trust company, having an at any office or agency located in of the Borough of ManhattanTransfer Agent and Registrar maintained for such purpose, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to itSeller shall execute, and otherwise acceptable to the TrusteeTrustee shall authenticate and deliver, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates in Authorized Denominations of like aggregate amount. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of the same class of Certificates (i.e, Class A Certificates or Class B Certificates) in Authorized Denominations of like aggregate amount, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, Seller shall execute, and Trustee shall authenticate and 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 accompanied by a written instrument of transfer in a form satisfactory to Trustee and the Transfer Agent and Registrar duly executed by the Certificateholder thereof or his attorney duly authorized in writing. No service charge shall be made to the Certificateholders for any registration of transfer or exchange of Certificates, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Certificates surrendered for registration of transfer and exchange shall be canceled and disposed of or held by such transferee in book-entry form through the Clearing Agency, and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Actaccordance with Trustee's standard retention policy. Each prospective purchaser Certificateholder, by acceptance of a non-registered Certificate not held in book-entry form its Certificates, agrees that the Certificates shall deliver a completed and duly executed Transferee's Certificate in be limited recourse obligations payable from the form of Exhibit K Trust Assets, including any proceeds or payments made with respect to the Trustee Letter of Credit or the Policy. All fees and to expenses of the Seller for inspection prior to effecting any requested transfer. The Seller Transfer Agent and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner Registrar shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates borne and paid by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphTrustee.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event that, subsequent Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph which office shall initially be the offices of the Trustee's agent located at c/o DTC Transfer Agent Services, 00 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, New York, New York 10041 and, in the case of a Residual 103 Certificate, upon satisfaction of the conditions set forth below, the Trustee notifies on behalf of the Seller that it is unable to act as Certificate RegistrarTrust shall execute, the Seller shall appoint another bank or trust companyauthenticate and deliver, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, 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 and authenticate and 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 held duly endorsed by, or be accompanied by such transferee in book-entry form through the Clearing Agency, and (II) such a written instrument of transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. In addition, with respect to each Class R Certificate, the Seller holder thereof may exchange, in the manner described above, such Class R Certificate for inspection prior to effecting any requested transfer. The Seller three separate certificates, each representing such holder's respective Percentage Interest in the Class R-1 Interest and the Trustee may rely conclusively upon Class R-2 Interest that was evidenced by the information contained in any such certificate in the absence of knowledge to the contrary. Each Class R Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphbeing exchanged.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event that, subsequent Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph and, in the case of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trustee notifies on 109 behalf of the Seller that it is unable to act as Certificate RegistrarTrust shall execute, the Seller shall appoint another bank or trust companyauthenticate and deliver, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, 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 and authenticate and 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 held duly endorsed by, or be accompanied by such transferee in book-entry form through the Clearing Agency, and (II) such a written instrument of transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. In addition, with respect to each Residual Certificate, the Seller holder thereof may exchange, in the manner described above, such Class R Certificate for inspection prior to effecting any requested transfer. The Seller two separate certificates, each representing such holder's respective Percentage Interest in the Class R-1 Interest and the Trustee may rely conclusively upon Class R-2 Interest that was evidenced by the information contained in any such certificate in the absence of knowledge to the contrary. Each Class R Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L being exchanged and (ii) any subsequent transfers by such purchaser comply with respect to each Class R-X Certificate, the restrictions set forth holder thereof may exchange, in the preceding paragraphmanner 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. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event that, subsequent Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph and, in the case of a Class R Certificate, upon satisfaction of the conditions set forth below, the Trustee notifies on behalf of the Seller that it is unable to act as Certificate RegistrarTrust shall execute, the Seller shall appoint another bank or trust companyauthenticate and deliver, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. 106 At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, 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 and authenticate and 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 held duly endorsed by, or be accompanied by such transferee in book-entry form through the Clearing Agency, and (II) such a written instrument of transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. In addition, with respect to each Class R Certificate, the Seller holder thereof may exchange, in the manner described above, such Class R Certificate for inspection prior to effecting any requested transfer. The Seller three separate certificates, each representing such holder's respective Percentage Interest in the Class R-1 Interest, the Class R-2 Interest and the Trustee may rely conclusively upon Class R-3 Interest, respectively, in each case that was evidenced by the information contained in any such certificate in the absence of knowledge to the contrary. Each Class R Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphbeing exchanged.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Trustee shall maintain cause to be kept at the office or agency to be maintained by a Certificate Register transfer agent and registrar (which may be the Trustee) (the "TRANSFER AGENT AND REGISTRAR") in accordance with the provisions of Section 8.16 a register (the "CERTIFICATE REGISTER") in which, subject to such reasonable regulations as it the Trustee may prescribe, the Certificate Register Transfer Agent and Registrar shall provide for the registration of the Investor Certificates and of transfers and exchanges of the Investor Certificates as herein provided. The Company hereby appoints the Trustee as the initial Transfer Agent and Registrar for the purpose of registering the Investor Certificates and transfers and exchanges of the Investor Certificates as provided herein provided. The Company, or the Trustee, as agent for the Company, may revoke such appointment as Transfer Agent and Registrar and remove the then-acting Transfer Agent and Registrar if the Trustee or the Company (as applicable) determines in its sole discretion that the then-acting Transfer Agent and Registrar has failed to perform its obligations under this AgreementAgreement in any material respect. The then-acting Transfer 66 Agent and Registrar shall be permitted to resign as Transfer Agent and Registrar upon 30 days' written notice to the Company, the Trustee and the Servicer; PROVIDED, HOWEVER, that such resignation shall not be effective and the Trustee shall continue to perform its duties as Transfer Agent and Registrar until the Trustee has appointed a successor Transfer Agent and Registrar reasonably acceptable to the Company and such successor Transfer Agent and Registrar has accepted such appointment. The provisions of Sections 8.1, 8.2, 8.3, 8.5 and 10.19 shall apply to the Trustee also in its role as Transfer Agent and Registrar for so long as the Trustee shall act as Transfer Agent and Registrar. The Company hereby agrees to provide the Trustee from time to time sufficient funds, on a timely basis and in accordance with and subject to Section 8.5, for the payment of any reasonable compensation payable to the Transfer Agent and Registrar for its services under this Section 5.3. The Company, Trustee and Transfer Agent and Registrar shall agree on such compensation in writing. The Trustee is hereby initially appointed Certificate Registrar for the purpose of registering Certificates and transfers and changes of Certificates as provided in this Agreement. In the event agrees that, subsequent to upon the Closing Datereceipt of such funds from the Company, it shall promptly pay the Transfer Agent and Registrar such amounts. Upon surrender for registration of transfer of any Investor Certificate at any office or agency of the Transfer Agent and Registrar maintained for such purpose, the Company shall execute, and, upon the written request of the Company, the Trustee notifies the Seller that it is unable to act as Certificate Registrarshall authenticate and deliver, the Seller shall appoint another bank or trust company, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Investor Certificates in authorized denominations of the same Series representing like aggregate Fractional Undivided Interests and which bear numbers that are not contemporaneously outstanding. At the option of an Investor Certificateholder, Investor Certificates may be exchanged for other Investor Certificates of the same Series in authorized denominations of like aggregate Fractional Undivided Interests, bearing numbers that are not contemporaneously outstanding, upon surrender of the Investor Certificates to be exchanged at any such office or agency of the Transfer Agent and Registrar maintained for such purpose. Whenever any Investor Certificates of any Series are so surrendered for exchange, the Company shall execute, and, upon the written request of the Company, the Trustee shall authenticate and (unless the Transfer Agent and Registrar is different from the Trustee, in which case the Transfer Agent and Registrar shall) deliver, the Investor Certificates of such Series which the Investor Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be held accompanied by such transferee in book-entry form through the Clearing Agency, and (II) such a written instrument of transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K to the Trustee and to the Seller for inspection prior to effecting any requested transfer. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form attached to the form of Exhibit L such Investor Certificate and duly executed by the holder thereof or his attorney-in-fact duly authorized in writing delivered to the Trustee (iiunless the Transfer Agent and Registrar is different from the Trustee, in which case to the Transfer Agent and Registrar) and complying with any subsequent transfers by such purchaser comply with the restrictions requirements set forth in the preceding paragraphapplicable Supplement. No service charge shall be made for any registration of transfer or exchange of Investor Certificates, but the Transfer Agent and Registrar may require any Investor Certificateholder that is transferring or exchanging one or more Certificates to pay a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Investor Certificates. All Investor Certificates surrendered for registration of transfer and exchange shall be cancelled and disposed of in a customary manner satisfactory to the Trustee. The Company shall execute and deliver Certificates to the Trustee or the Transfer Agent and Registrar in such amounts and at such times as are necessary to enable the Trustee and the Transfer Agent and Registrar to fulfill their respective responsibilities under this Agreement and the Certificates. No interest of any Investor Certificateholder in the Receivables may be transferred other than by means of a transfer of an Investor Certificate.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event that, subsequent Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph and, in the case of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trustee notifies on behalf of the Seller that it is unable to act as Certificate RegistrarTrust shall execute, the Seller shall appoint another bank or trust companyauthenticate and deliver, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, 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 and authenticate and 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 held duly endorsed by, or be accompanied by such transferee in book-entry form through the Clearing Agency, and (II) such a written instrument of transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and to the Seller for inspection prior to effecting any requested transferCertificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III FinanceIn addition, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) with respect to each Class R Certificate, the holder thereof may exchange, in the manner described above, such purchaser satisfies Class R Certificate for two separate certificates, each representing such holder’s respective Percentage Interest in the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller Class R-1 Interest and the Trustee an investor letter substantially Class R-2 Interest, respectively, in each case that was evidenced by the form of Exhibit L Class R Certificate being exchanged and (ii) any subsequent transfers by such purchaser comply with respect to each Class R-X Certificate, the restrictions set forth holder thereof may exchange, in the preceding paragraphmanner 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. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event that, subsequent Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph which office shall initially be the offices of the Trustee’s agent located at c/o DB Services Tennessee, 600 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000-0000, Attention: Transfer Unit and, in the case of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trustee notifies on behalf of the Seller that it is unable to act as Certificate RegistrarTrust shall execute, the Seller shall appoint another bank or trust companyauthenticate and deliver, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, 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 and authenticate and 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 held duly endorsed by, or be accompanied by such transferee in book-entry form through the Clearing Agency, and (II) such a written instrument of transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and to the Seller for inspection prior to effecting any requested transferCertificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III FinanceIn addition, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) with respect to each Class R Certificate, the holder thereof may exchange, in the manner described above, such purchaser satisfies Class R Certificate for three separate certificates, each representing such holder’s respective Percentage Interest in the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to Class R-1 Interest, the Seller Class R-2 Interest and the Trustee an investor letter substantially in Class R-3 Interest that was evidenced by the form of Exhibit L Class R Certificate being exchanged and (ii) any subsequent transfers by such purchaser comply with respect to each Class R-X Certificate, the restrictions set forth holder thereof may exchange, in the preceding paragraphmanner 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. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event that, subsequent Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph and, in the case of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trustee notifies on 125 behalf of the Seller that it is unable to act as Certificate RegistrarTrust shall execute, the Seller shall appoint another bank or trust companyauthenticate and deliver, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, 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 and authenticate and 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 held duly endorsed by, or be accompanied by such transferee in book-entry form through the Clearing Agency, and (II) such a written instrument of transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. In addition, with respect to each Class R Certificate, the Seller holder thereof may exchange, in the manner described above, such Class R Certificate for inspection prior to effecting any requested transfer. The Seller two separate certificates, each representing such holder's respective Percentage Interest in the Class R-2 Interest and the Trustee may rely conclusively upon Class R-3 Interest that was evidenced by the information contained in any such certificate in the absence of knowledge to the contrary. Each Class R Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphbeing exchanged.

Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause to be kept at the office or agency to be maintained by a transfer agent and registrar (the "Transfer Agent and Registrar"), in accordance with the provisions of Section 11.16, a register (the "Certificate Registrar shall maintain a Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, the Certificate Register 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 provided in this Agreementherein provided. The Trustee is hereby initially appointed Certificate Transfer Agent and Registrar for the purpose purposes of registering the Investor Certificates and transfers and changes exchanges of the Investor Certificates as provided herein provided. If any form of Investor Certificate is issued as a Global Certificate, the Transferor 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, the Transferor shall appoint a co- transfer agent and co-registrar in Luxembourg or another European city. Any reference in this AgreementAgreement to the Transfer Agent and Registrar shall include any co-transfer agent and co- registrar unless the context otherwise requires. The Trustee shall be permitted to resign as Transfer Agent and Registrar upon 30 days' written notice to the Servicer. In the event that, subsequent to the Closing Date, that the Trustee notifies shall no longer be the Seller that it is unable to act as Certificate Transfer Agent and Registrar, the Seller Transferor shall appoint another bank or trust company, having an a successor Transfer Agent and Registrar. Upon surrender for registration of transfer of any Certificate at any office or agency located in of the Borough of ManhattanTransfer Agent and Registrar, The City of New Yorkthe Transferor shall execute, agreeing subject to act in accordance with the provisions of this Agreement applicable to itsubsection 6.3(c), and otherwise acceptable to the TrusteeTrustee shall authenticate and deliver, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates in authorized denominations of like aggregate Undivided Interests; provided, however that the provisions of this paragraph shall not apply to Bearer Certificates. At the option of an Investor Certificateholder, Investor Certificates may be exchanged for other Investor Certificates of the same Series in authorized denominations of like aggregate 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 Bearer Certificateholder, subject to applicable laws and regulations (including without limitation, 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 Transferor shall execute, and the Trustee shall authenticate and (unless the Transfer Agent and Registrar is different than the Trustee, in which case the Transfer Agent and Registrar shall) deliver, the Investor Certificates of such Series which the Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be held accompanied by such transferee a written instrument of transfer in book-entry a form through the Clearing Agency, and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and to the Seller for inspection prior to effecting any requested transferTransfer Agent and Registrar duly executed by the Certificateholder thereof or his attorney- in-fact duly authorized in writing. The Seller and preceding provisions of this Section 6.3 notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction be, shall not be deemed required to prohibit register the purchase transfer of or exchange any Investor Certificate of any Certificates by III Finance, Ltd, III Limited Partnership or Series for a period of 15 days preceding the due date for any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers payment with respect to the Seller Investor Certificates of such Series. Unless otherwise provided in the related Supplement, no service charge shall be made for any registration of transfer or exchange of Certificates, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Investor Certificates (together with any Coupons attached to Bearer Certificates) surrendered for registration of transfer and exchange shall be canceled by the Transfer Agent and Registrar and disposed of in its customary manner. The Trustee shall cancel and destroy any Global Certificates upon its exchange in full for Definitive Certificates and shall deliver a certificate of destruction to the 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 such Global Certificate exchanged for Definitive Certificates. The Transferor shall execute and deliver to the Trustee or the Transfer Agent and Registrar, as applicable, Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphCertificates.

Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby shall initially appointed serve as Certificate Registrar for the purpose of registering Certificates and transfers and changes exchanges of Certificates as provided in this Agreementherein provided. In Upon surrender for registration of transfer of any Certificate at any office or agency of the event that, subsequent Certificate Registrar maintained for such purpose pursuant to the Closing Dateforegoing paragraph which office shall initially be the offices designated by the Trustee and, in the case of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trustee notifies on behalf of the Seller that it is unable to act as Certificate RegistrarTrust shall execute, the Seller shall appoint another bank or trust companyauthenticate and deliver, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. No transfer of a Certificate shall be made unless (I) (a) such transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) the Certificate Registrar is notified by such transferee that such Certificate will be registered in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, 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 and authenticate and 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 held duly endorsed by, or be accompanied by such transferee in book-entry form through the Clearing Agency, and (II) such a written instrument of transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and duly executed Transferee's Certificate in the form of Exhibit K satisfactory to the Trustee and to the Seller for inspection prior to effecting any requested transferCertificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contrary. Each Certificate Owner shall be deemed to have agreed to these restrictions on transfer. The foregoing restriction shall not be deemed to prohibit the purchase of any Certificates by III FinanceIn addition, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) with respect to each Class R Certificate, the holder thereof may exchange, in the manner described above, such purchaser satisfies Class R Certificate for four separate certificates, each representing such holder’s respective Percentage Interest in the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to Class R-1 Interest, the Seller Class R-2 Interest, the Class R-3 Interest and the Trustee an investor letter substantially in Class R-4 Interest that was evidenced by the form of Exhibit L Class R Certificate being exchanged and (ii) any subsequent transfers by such purchaser comply with respect to each Class R-X Certificate, the restrictions set forth holder thereof may exchange, in the preceding paragraphmanner 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 Owner Trustee shall cause to be kept at the office or agency to be maintained pursuant to Section 3.8 by a certificate registrar (athe “Certificate Registrar”), a register (the “Certificate Register”) The Certificate Registrar shall maintain a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Register Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided in this Agreementherein provided. The Trustee is hereby initially appointed JPMorgan Chase shall be the initial Certificate Registrar for the purpose of registering Certificates and transfers and changes of Certificates as provided in this AgreementRegistrar. In the event that, subsequent to the Closing Datedate of issuance of the Certificates, the Trustee JPMorgan Chase notifies the Seller Owner Trustee that it is unable to act as the Certificate Registrar, the Seller Owner Trustee shall act, or the Owner Trustee shall, with the consent of the Depositor, appoint another bank or trust company, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing York and which agrees to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trusteeact, to act as successor Certificate Registrar under this Agreement. No The Owner Trustee may revoke such appointment and remove JPMorgan Chase as the Certificate Registrar if the Owner Trustee determines in its sole discretion that JPMorgan Chase failed to perform its obligations under this Agreement in any material respect. JPMorgan Chase shall be permitted to resign as the Certificate Registrar upon 30 days’ written notice to the Owner Trustee, the Depositor and the Issuer; provided, however, that such resignation shall not be effective and JPMorgan Chase shall continue to perform its duties as the Certificate Registrar until the Owner Trustee has appointed a successor Certificate Registrar with the consent of the Depositor. The provisions of Sections 7.1, 7.3, 7.4, 7.5, 7.6, 8.1 and 8.2 shall be applicable to any Certificate Registrar. An institution succeeding to the corporate trust or agency business of the Certificate Registrar shall continue to be the Certificate Registrar without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Certificate Registrar. Upon surrender for registration of transfer of a any Certificate shall be made unless (I) (a) such transfer is made at the office or agency maintained pursuant to an effective registration statement under Section 3.8, the Securities Act Owner Trustee shall execute, authenticate and any applicable state securities laws or (b) (i) such transfer is exempt from the registration requirements under the Securities Act and such state securities laws or (ii) if the Certificate Registrar is notified by such transferee that such different than the Owner Trustee, then the Certificate will be registered Registrar shall) deliver (or shall cause JPMorgan Chase as its authenticating agent to authenticate and deliver), in the name of the Clearing Agency designated transferee or its nominee transferees, one or more new Certificates in authorized denominations of a like class and aggregate face amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificate is surrendered for exchange, the Owner Trustee shall execute, authenticate and (if the Certificate Registrar is different than the Owner Trustee, then the Certificate Registrar shall) 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 held accompanied by such transferee a written instrument of transfer in book-entry form through satisfactory to the Clearing Agency, Owner Trustee and (II) such transfer is to a Person that satisfies the requirements of paragraph (a) (2) (ii) of Rule 3a-7 as then in effect or any successor rule ("Rule 3a-7") under the Investment Company Act. Each prospective purchaser of a non-registered Certificate not held in book-entry form shall deliver a completed and Registrar duly executed Transferee's Certificate in by the form Holder, which signature on such assignment must be guaranteed by a member of Exhibit K to the Trustee and to the Seller for inspection prior to effecting any requested transfer. The Seller and the Trustee may rely conclusively upon the information contained in any such certificate in the absence of knowledge to the contraryNew York Stock Exchange or a commercial bank or trust company. Each Certificate Owner surrendered for registration of transfer or exchange shall be deemed canceled and subsequently disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to have agreed to these restrictions on transfer. The foregoing restriction shall not cover any tax or governmental charge that may be deemed to prohibit the purchase imposed in connection with any transfer or exchange of any Certificates by III Finance, Ltd, III Limited Partnership or any affiliates of either of the foregoing, provided that (i) such purchaser satisfies the requirements of paragraph (a)(2)(i) of Rule 3a-7 and delivers to the Seller and the Trustee an investor letter substantially in the form of Exhibit L and (ii) any subsequent transfers by such purchaser comply with the restrictions set forth in the preceding paragraphCertificates.