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

Registration of Transfer and Exchange of Securities. (a) The Trustee may, at its own expense, appoint any Person with appropriate experience as a securities registrar to act as Certificate Registrar hereunder; provided that in the absence of any other Person appointed in accordance herewith acting as Certificate Registrar, the Trustee agrees to act in such capacity in accordance with the terms hereof. The appointment of a Certificate Registrar shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible for all acts and omissions of the Certificate Registrar. The Certificate Registrar shall be subject to the same standards of care, limitations on liability and rights to indemnity as the Trustee, and the provisions of Sections 8.01, 8.02, 8.03, 8.04, 8.05(b), 8.05(c), 8.05(d) and 8.05(e) shall apply to the Certificate Registrar to the same extent that they apply to the Trustee. Any Certificate Registrar appointed in accordance with this Section 5.02(a) may at any time resign by giving at least 30 days’ advance written notice of resignation to the Trustee, the Servicer and the Depositor. The Trustee may at any time terminate the agency of any Certificate Registrar appointed in accordance with this Section 5.02(a) by giving written notice of termination to such Certificate Registrar, with a copy to the Trustee, the Servicer and the Depositor. At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Securities and of transfers and exchanges of Securities as herein provided. The Depositor, the Servicer and the Trustee 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. If any Securityholder makes written request to the Certificate Registrar, and such request states that such Securityholder desires to communicate with other Securityholders with respect to their rights under this Agreement or under the Securities and is accompanied by a copy of the communication that such Securityholder proposes to transmit, then the Certificate Registrar shall, within 30 days after the receipt of such request, afford the requesting Securityholder access during normal business hours to, or deliver to the requesting Securityholder a copy of, the most recent list of Securityholders held by the Certificate Registrar (which list shall be current as of a date no earlier than 30 days prior to the Certificate Registrar’s receipt of such request). Every Securityholder, by receiving such access, acknowledges that neither the Certificate Registrar nor the Trustee will be held accountable in any way by reason of the disclosure of any information as to the names and addresses of any Securityholder regardless of the source from which such information was derived.

Registration of Transfer and Exchange of Securities. (a) The Trustee may, shall cause to be kept at its own expense, appoint any Person with appropriate experience as the office or agency to be maintained by a securities transfer agent and registrar to act as Certificate Registrar hereunder; provided that in (the absence of any other Person appointed in accordance herewith acting as Certificate “Transfer Agent and Registrar, the Trustee agrees to act in such capacity ”) in accordance with the terms hereof. The appointment of a Certificate Registrar shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible for all acts and omissions of the Certificate Registrar. The Certificate Registrar shall be subject to the same standards of care, limitations on liability and rights to indemnity as the Trustee, and the provisions of Sections 8.01Section 11.16, 8.02, 8.03, 8.04, 8.05(b), 8.05(c), 8.05(da register (the “Security Register”) and 8.05(e) shall apply to the Certificate Registrar to the same extent that they apply to the Trustee. Any Certificate Registrar appointed in accordance with this Section 5.02(a) may at any time resign by giving at least 30 days’ advance written notice of resignation to the Trustee, the Servicer and the Depositor. The Trustee may at any time terminate the agency of any Certificate Registrar appointed in accordance with this Section 5.02(a) by giving written notice of termination to such Certificate Registrar, with a copy to the Trustee, the Servicer and the Depositor. At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar it may prescribe, the Certificate Transfer Agent and Registrar shall provide for the registration of the Investor Securities of each Series (unless otherwise provided in the related Supplement) and of transfers and exchanges of the Investor Securities as herein provided. Whenever reference is made in this Agreement to the transfer or exchange of the Securities 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 DepositorTrustee is hereby initially appointed Transfer Agent and Registrar for the purposes of registering the Investor Securities and transfers and exchanges of the Investor Securities as herein provided. If any form of Investor Security is issued as a Global Security, the Trustee may, or if and so long as any Series of Investor Securities are listed on a stock exchange and such exchange shall so require, the Trustee 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 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 and the Transferor. In the event that the Trustee shall have no longer be the right to inspect Transfer Agent and Registrar, the Certificate Register or to obtain Transferor shall appoint a copy thereof at all reasonable times, successor Transfer Agent and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate RegisterRegistrar. If any Securityholder makes written request to the Certificate Registrar, and such request states that such Securityholder desires to communicate with other Securityholders Series with respect to their rights which Book Entry Securities were originally issued is no longer issued as Book-Entry Securities, then the Transferor may appoint a successor Transfer Agent and Registrar. Unless otherwise provided in the related Supplement, in the case of any Investor Security with respect to which no Opinion of Counsel to the effect that such Investor Security (or Class or Series to which such Investor Security pertains) will be characterized as indebtedness for federal income tax purposes was delivered, no sale, assignment, participation, pledge, hypothecation, transfer or other disposition of such Investor Security (or any interest therein) shall be made unless the Transferor shall have granted prior consent thereto, which consent may not be unreasonably withheld and, provided further, that for purposes of this 57 sentence, it shall in all cases be reasonable for the Transferor to withhold consent to such proposed sale, assignment, participation, pledge, hypothecation, transfer or other disposition of all or any part of a Security (or any interest therein) if the transaction would, if effected, give rise to any adverse tax consequence, as determined in the sole and absolute discretion of the Transferor. Upon surrender for registration of transfer of any Security at any office or agency of the Transfer Agent and Registrar maintained for such purpose, the Transferor shall execute, subject to the provisions of subsection 6.3(c), 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, in the name of the designated transferee or transferees, one or more new Securities in authorized denominations of like aggregate Undivided Interests; provided, that the provisions of this paragraph shall not apply to Bearer Securities. At the option of any Holder of Registered Securities, Registered Securities may be exchanged for other Registered Securities of the same Series in authorized denominations of like aggregate Undivided Interests in the Trust, upon surrender of the Registered Securities to be exchanged at any office or agency of the Transfer Agent and Registrar maintained for such purpose. At the option of a Bearer Securityholder, subject to applicable laws and regulations (including without limitation, the Bearer Rules), Bearer Securities may be exchanged for other Bearer Securities or Registered Securities 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 Securities to be exchanged at an office or agency of the Transfer Agent and Registrar located outside the United States. Each Bearer Security surrendered pursuant to this Section 6.3 shall have attached thereto (or be accompanied by) all unmatured Coupons, provided that any Bearer Security 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 Securities 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 Securities of such Series which the Securityholder making the exchange is entitled to receive. Every Investor Security 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 and the Transfer Agent and Registrar duly executed by the Securityholder 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 Security 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 Securities of such Series. Unless otherwise provided in the related Supplement, no service charge shall be made for any registration of transfer or exchange of Securities, 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 Securities. All Investor Securities (together with any Coupons attached to Bearer Securities) 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 Trustee. The Trustee shall cancel and dispose of any Global Security upon its exchange in full for Definitive Securities, but shall not be required to destroy such Global Securities. Such security shall also state that a security or securities of each Foreign Clearing Agency to the effect referred to in Section 6.13 was received with respect to each portion of the Global Security exchanged for Definitive Securities. The Transferor shall execute and deliver to the Trustee or the Transfer Agent and Registrar, as applicable, Bearer Securities and Registered Securities in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement or under and the Securities and is accompanied by a copy of the communication that such Securityholder proposes to transmit, then the Certificate Registrar shall, within 30 days after the receipt of such request, afford the requesting Securityholder access during normal business hours to, or deliver to the requesting Securityholder a copy of, the most recent list of Securityholders held by the Certificate Registrar (which list shall be current as of a date no earlier than 30 days prior to the Certificate Registrar’s receipt of such request). Every Securityholder, by receiving such access, acknowledges that neither the Certificate Registrar nor the Trustee will be held accountable in any way by reason of the disclosure of any information as to the names and addresses of any Securityholder regardless of the source from which such information was derivedSecurities.

Registration of Transfer and Exchange of Securities. (a) The Trustee may, shall cause to be kept at its own expense, appoint any Person with appropriate experience as Corporate Trust Office a securities registrar to act as Certificate Registrar hereunder; provided that in the absence of any other Person appointed in accordance herewith acting as Certificate Registrar, the Trustee agrees to act in such capacity in accordance with the terms hereof. The appointment of a Certificate Registrar shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible for all acts and omissions of the Certificate Registrar. The Certificate Registrar shall be subject to the same standards of care, limitations on liability and rights to indemnity as the Trustee, and the provisions of Sections 8.01, 8.02, 8.03, 8.04, 8.05(b), 8.05(c), 8.05(d) and 8.05(e) shall apply to the Certificate Registrar to the same extent that they apply to the Trustee. Any Certificate Registrar appointed in accordance with this Section 5.02(a) may at any time resign by giving at least 30 days’ advance written notice of resignation to the Trustee, the Servicer and the Depositor. The Trustee may at any time terminate the agency of any Certificate Registrar appointed in accordance with this Section 5.02(a) by giving written notice of termination to such Certificate Registrar, with a copy to the Trustee, the Servicer and the Depositor. At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Security Register in which, subject to such reasonable regulations as the Certificate Registrar it may prescribe, the Certificate Registrar Trustee shall provide for the registration of Securities and of transfers and exchanges of Securities as herein provided. The DepositorTrustee will initially serve as Security Registrar for the purpose of registering Securities and transfers and exchanges of Securities as herein provided. Subject to Section 5.05, upon surrender for registration of transfer of any Security at the Servicer and Corporate Trust Office of the Trustee or at any other office or agency of the Trustee maintained for such purpose, the Trustee shall have execute and the right to inspect Security Registrar shall authenticate and deliver, in the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate name of the Certificate designated transferee or transferees, one or more new Securities of the same Class of a like aggregate Percentage Interest. At the option of the Securityholders, each Security may be exchanged for other Securities of the same Class with the same and authorized denominations and a like aggregate Percentage Interest, upon surrender of such Security to be exchanged at any such office or agency. Whenever any Securities are so surrendered for exchange, the Trustee shall execute and cause the Security Registrar as to the information set forth in the Certificate Register. If any Securityholder makes written request to the Certificate Registrar, authenticate and such request states that such Securityholder desires to communicate with other Securityholders with respect to their rights under this Agreement or under deliver the Securities and which the Securityholder making the exchange is entitled to receive. Every Security presented or surrendered for transfer or exchange shall (if so required by the Trustee) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing. No service charge to the Securityholders shall be made for any transfer or exchange of Securities, but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Securities. All Securities surrendered for transfer and exchange shall be destroyed by the Security Registrar. The Trustee will cause the Security Registrar (unless the Trustee is acting as Security Registrar) to provide notice to the Trustee of each transfer of a Security, and will provide the Trustee and Master Servicer with an updated copy of the communication that such Securityholder proposes to transmit, then the Certificate Registrar shall, within 30 days after the receipt Security Register on January 1 and July 1 of such request, afford the requesting Securityholder access during normal business hours to, or deliver to the requesting Securityholder a copy of, the most recent list of Securityholders held by the Certificate Registrar (which list shall be current as of a date no earlier than 30 days prior to the Certificate Registrar’s receipt of such request). Every Securityholder, by receiving such access, acknowledges that neither the Certificate Registrar nor the Trustee will be held accountable in any way by reason of the disclosure of any information as to the names and addresses of any Securityholder regardless of the source from which such information was derivedeach year.

Registration of Transfer and Exchange of Securities. (a) The Trustee may, at its own expense, appoint any Person with appropriate experience as shall cause to be kept a securities registrar to act as Certificate Registrar hereunder; provided that in register (the absence of any other Person appointed in accordance herewith acting as Certificate Registrar, the Trustee agrees to act in such capacity in accordance with the terms hereof. The appointment of a Certificate Registrar shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible for all acts and omissions of the Certificate Registrar. The Certificate Registrar shall be subject to the same standards of care, limitations on liability and rights to indemnity as the Trustee, and the provisions of Sections 8.01, 8.02, 8.03, 8.04, 8.05(b), 8.05(c), 8.05(d"Security Register") and 8.05(e) shall apply to the Certificate Registrar to the same extent that they apply to the Trustee. Any Certificate Registrar appointed in accordance with this Section 5.02(a) may at any time resign by giving at least 30 days’ advance written notice of resignation to the Trustee, the Servicer and the Depositor. The Trustee may at any time terminate the agency of any Certificate Registrar appointed in accordance with this Section 5.02(a) by giving written notice of termination to such Certificate Registrar, with a copy to the Trustee, the Servicer and the Depositor. At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar it may prescribe, a transfer agent and registrar (which may be the Certificate Registrar Trustee) (the "Transfer Agent and Registrar") shall provide for the registration of the Registered Securities and of transfers and exchanges of the Registered Securities as herein provided. The DepositorTransfer Agent and Registrar shall initially be Xxxxxx 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 Security at any office or agency of the Transfer Agent and Registrar maintained for such purpose, one or more new Registered Securities (of the same Series and Class) in authorized denominations of like aggregate fractional undivided interests in the Securityholders' Interest shall be executed, authenticated and delivered, in the name of the designated transferee or transferees. At the option of a Registered Securityholder, subject to subsection (c) below and subject to the provisions of any Supplement or other agreement establishing the terms of an instrument, Registered Securities (of the same Series and Class) may be exchanged for other Registered Securities of authorized denominations of like aggregate fractional undivided interests in the Securityholders' Interest, upon surrender of the Registered Securities to be exchanged at any such office or agency; Registered Securities, including Registered Securities received in exchange for Bearer Securities, may not be exchanged for Bearer Securities. At the option of the Holder of a Bearer Security, subject to applicable laws and regulations, Bearer Securities may be exchanged for other Bearer Securities or Registered Securities (of the same Series and Class) of authorized denominations of like aggregate fractional undivided interests in the Securityholders' Interest, upon surrender of the Bearer Securities to be exchanged at an office or agency of the Transfer Agent and Registrar located outside the United States. Each Bearer Security surrendered pursuant to this Section shall have attached thereto all unmatured Coupons; provided that any Bearer Security 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 Security for a period of 15 days preceding the due date for any payment with respect to the Security. Whenever any Investor Securities 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 Securities, outside the United States) the Investor Securities which the Investor Securityholder making the exchange is entitled to receive. Every Investor Security 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 Securityholder 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 Securities, 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 Securities (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 Security upon its exchange in full for Definitive Euro-Securities 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 Security exchanged for Definitive Euro-Securities. The Transferor shall execute and deliver to the Trustee Bearer Securities and Registered Securities 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 Securities. The interest of any Investor Securityholder in any Receivable shall not be transferable other than through the transfer of an Investor Security, and except as provided in this Article VI, a Security shall not be transferable or divisible. (b) The Transfer Agent and Registrar will maintain at its expense in the Borough of Manhattan, The City of New York, and, if and so long as any Series or Class is listed on the Luxembourg Stock Exchange, Luxembourg, an office or agency where Investor Securities may be surrendered for registration of transfer or exchange (except that Bearer Securities may not be surrendered for exchange at any such office or agency in the United States or its territories and possessions). (c) (i) Registration of transfer of Investor Securities containing a legend substantially to the effect set forth on Exhibit G-1 shall be effected only if such transfer (x) is made pursuant to an effective registration statement under the Act, or is exempt from the registration requirements under the Act, and (y) 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 be made in reliance upon an exemption from the registration requirements under the Act, the transferor or the transferee shall deliver, at its expense, to the Transferor, the Servicer and the Trustee shall have Trustee, an investment letter from the right to inspect transferee, substantially in the Certificate Register or to obtain a copy thereof at all reasonable timesform of the investment and ERISA representation letter attached hereto as Exhibit G-2, and no registration of transfer shall be made until such letter is so delivered. Investor Securities issued upon registration or transfer of, or Investor Securities issued in exchange for, Investor Securities bearing the legend referred to rely conclusively upon a certificate above shall also bear such legend unless the Transferor, the Servicer, the Trustee and the Transfer Agent and Registrar receive an Opinion of the Certificate Registrar as Counsel, satisfactory to each of them, to the information effect that such legend may be removed. Whenever an Investor Security 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 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 any such instructions furnished pursuant to this clause (i). (ii) Registration of transfer of Investor Securities containing a legend to the effect set forth on Exhibit G-3 shall be effected only if such transfer is made to a Person which is not a Benefit Plan. By accepting and holding any such Investor Security, an Investor Securityholder shall be deemed to have represented and warranted that it is not a Benefit Plan. By acquiring any interest in a Book-Entry Security which contains such legend, a Security Owner shall be deemed to have represented and warranted that it is not a Benefit Plan. (iii) If so requested by the Certificate Register. If Transferor, the Trustee will make available to any Securityholder makes written request to the Certificate Registrarprospective purchaser of Investor Securities who so requests, and such request states that such Securityholder desires to communicate with other Securityholders with respect to their rights under this Agreement or under the Securities and is accompanied by a copy of the communication that such Securityholder proposes to transmit, then the Certificate Registrar shall, within 30 days after the receipt of such request, afford the requesting Securityholder access during normal business hours to, or deliver a letter provided to the requesting Securityholder a copy of, Trustee by or on behalf of the most recent list of Securityholders held by the Certificate Registrar (which list shall be current as of a date no earlier than 30 days prior Transferor relating to the Certificate Registrar’s receipt of such request). Every Securityholder, by receiving such access, acknowledges that neither the Certificate Registrar nor the Trustee will be held accountable in any way by reason of the disclosure transferability of any information as Series or Class to the names and addresses of any Securityholder regardless of the source from which such information was derived.a Benefit Plan. Section 6.5

Registration of Transfer and Exchange of Securities. (a) The Trustee may, shall cause to be kept at its own expense, appoint any Person with appropriate experience as the office or agency to be maintained by a securities transfer agent and registrar to act as Certificate Registrar hereunder; provided that in (the absence of any other Person appointed in accordance herewith acting as Certificate "Transfer Agent and Registrar, the Trustee agrees to act in such capacity ") in accordance with the terms hereof. The appointment of a Certificate Registrar shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible for all acts and omissions of the Certificate Registrar. The Certificate Registrar shall be subject to the same standards of care, limitations on liability and rights to indemnity as the Trustee, and the provisions of Sections 8.01Section 11.16, 8.02, 8.03, 8.04, 8.05(b), 8.05(c), 8.05(da register (the "Security Register") and 8.05(e) shall apply to the Certificate Registrar to the same extent that they apply to the Trustee. Any Certificate Registrar appointed in accordance with this Section 5.02(a) may at any time resign by giving at least 30 days’ advance written notice of resignation to the Trustee, the Servicer and the Depositor. The Trustee may at any time terminate the agency of any Certificate Registrar appointed in accordance with this Section 5.02(a) by giving written notice of termination to such Certificate Registrar, with a copy to the Trustee, the Servicer and the Depositor. At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar it may prescribe, the Certificate Transfer Agent and Registrar shall provide for the registration of the Investor Securities of each Series (unless otherwise provided in the related Supplement) and of transfers and exchanges of the Investor Securities as herein provided. Whenever reference is made in this Agreement to the transfer or exchange of the Securities 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 DepositorTrustee is hereby initially appointed Transfer Agent and Registrar for the purposes of registering the Investor Securities and transfers and exchanges of the Investor Securities as herein provided. If any form of Investor Security is issued as a Global Security, the Trustee may, or if and so long as any Series of Investor Securities are listed on a stock exchange and such exchange shall so require, the Trustee 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 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 and the Transferor. In the event that the Trustee shall have no longer be the right to inspect Transfer Agent and Registrar, the Certificate Register or to obtain Transferor shall appoint a copy thereof at all reasonable times, successor Transfer Agent and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate RegisterRegistrar. If any Securityholder makes written request to the Certificate Registrar, and such request states that such Securityholder desires to communicate with other Securityholders Series with respect to their rights which Book Entry Securities were originally issued is no longer issued as Book-Entry Securities, then the Transferor may appoint a successor Transfer Agent and Registrar. Unless otherwise provided in the related Supplement, in the case of any Investor Security with respect to which no Opinion of Counsel to the effect that such Investor Security (or Class or Series to which such Investor Security pertains) will be characterized as indebtedness for federal income tax purposes was delivered, no sale, assignment, participation, pledge, hypothecation, transfer or other disposition of such Investor Security (or any interest therein) shall be made unless the Transferor shall have granted prior consent thereto, which consent may not be unreasonably withheld and, provided further, that for purposes of this sentence, it shall in all cases be reasonable for the Transferor to withhold consent to such proposed sale, assignment, participation, pledge, hypothecation, transfer or other disposition of all or any part of a Security (or any interest therein) if the transaction would, if effected, give rise to any adverse tax consequence, as determined in the sole and absolute discretion of the Transferor. Upon surrender for registration of transfer of any Security at any office or agency of the Transfer Agent and Registrar maintained for such purpose, the Transferor shall execute, subject to the provisions of subsection 6.3(c), 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, in the name of the designated transferee or transferees, one or more new Securities in authorized denominations of like aggregate Undivided Interests; provided, that the provisions of this paragraph shall not apply to Bearer Securities. At the option of any Holder of Registered Securities, Registered Securities may be exchanged for other Registered Securities of the same Series in authorized denominations of like aggregate Undivided Interests in the Trust, upon surrender of the Registered Securities to be exchanged at any office or agency of the Transfer Agent and Registrar maintained for such purpose. At the option of a Bearer Securityholder, subject to applicable laws and regulations (including without limitation, the Bearer Rules), Bearer Securities may be exchanged for other Bearer Securities or Registered Securities 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 Securities to be exchanged at an office or agency of the Transfer Agent and Registrar located outside the United States. Each Bearer Security surrendered pursuant to this Section 6.3 shall have attached thereto (or be accompanied by) all unmatured Coupons, provided that any Bearer Security 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 Securities 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 Securities of such Series which the Securityholder making the exchange is entitled to receive. Every Investor Security 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 and the Transfer Agent and Registrar duly executed by the Securityholder 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 Security 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 Securities of such Series. Unless otherwise provided in the related Supplement, no service charge shall be made for any registration of transfer or exchange of Securities, 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 Securities. All Investor Securities (together with any Coupons attached to Bearer Securities) 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 Trustee. The Trustee shall cancel and dispose of any Global Security upon its exchange in full for Definitive Securities, but shall not be required to destroy such Global Securities. Such security shall also state that a security or securities of each Foreign Clearing Agency to the effect referred to in Section 6.13 was received with respect to each portion of the Global Security exchanged for Definitive Securities. The Transferor shall execute and deliver to the Trustee or the Transfer Agent and Registrar, as applicable, Bearer Securities and Registered Securities in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement or under and the Securities and is accompanied by a copy of the communication that such Securityholder proposes to transmit, then the Certificate Registrar shall, within 30 days after the receipt of such request, afford the requesting Securityholder access during normal business hours to, or deliver to the requesting Securityholder a copy of, the most recent list of Securityholders held by the Certificate Registrar (which list shall be current as of a date no earlier than 30 days prior to the Certificate Registrar’s receipt of such request). Every Securityholder, by receiving such access, acknowledges that neither the Certificate Registrar nor the Trustee will be held accountable in any way by reason of the disclosure of any information as to the names and addresses of any Securityholder regardless of the source from which such information was derivedSecurities.

Registration of Transfer and Exchange of Securities. (a) The Trustee may, at its own expense, appoint any Person with appropriate experience as shall cause to be kept a securities registrar to act as Certificate Registrar hereunder; provided that in register (the absence of any other Person appointed in accordance herewith acting as Certificate Registrar, the Trustee agrees to act in such capacity in accordance with the terms hereof. The appointment of a Certificate Registrar shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible for all acts and omissions of the Certificate Registrar. The Certificate Registrar shall be subject to the same standards of care, limitations on liability and rights to indemnity as the Trustee, and the provisions of Sections 8.01, 8.02, 8.03, 8.04, 8.05(b), 8.05(c), 8.05(d"Security Register") and 8.05(e) shall apply to the Certificate Registrar to the same extent that they apply to the Trustee. Any Certificate Registrar appointed in accordance with this Section 5.02(a) may at any time resign by giving at least 30 days’ advance written notice of resignation to the Trustee, the Servicer and the Depositor. The Trustee may at any time terminate the agency of any Certificate Registrar appointed in accordance with this Section 5.02(a) by giving written notice of termination to such Certificate Registrar, with a copy to the Trustee, the Servicer and the Depositor. At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar it may prescribe, a transfer agent and registrar (which may be the Certificate Registrar Trustee) (the "Transfer Agent and Registrar") shall provide for the registration of the Registered Securities and of transfers and exchanges of the Registered Securities as herein provided. The DepositorTransfer Agent and Registrar was initially Xxxxxx, shall be The Bank of New York effective the date hereof and shall include 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 Servicer 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 Security at any office or agency of the Transfer Agent and Registrar maintained for such purpose, one or more new Registered Securities (of the same Series and Class) in authorized denominations of like aggregate fractional undivided interests in the Securityholders' Interest shall be executed, authenticated and delivered, in the name of the designated transferee or transferees. At the option of a Registered Securityholder, subject to subsection (c) below and subject to the provisions of any Supplement or other agreement establishing the terms of an instrument, Registered Securities (of the same Series and Class) may be exchanged for other Registered Securities of authorized denominations of like aggregate fractional undivided interests in the Securityholders' Interest, upon surrender of the Registered Securities to be exchanged at any such office or agency; Registered Securities, including Registered Securities received in exchange for Bearer Securities, may not be exchanged for Bearer Securities. At the option of the Holder of a Bearer Security, subject to applicable laws and regulations, Bearer Securities may be exchanged for other Bearer Securities or Registered Securities (of the same Series and Class) of authorized denominations of like aggregate fractional undivided interests in the Securityholders' Interest, upon surrender of the Bearer Securities to be exchanged at an office or agency of the Transfer Agent and Registrar located outside the United States. Each Bearer Security surrendered pursuant to this Section shall have attached thereto all unmatured Coupons; provided that any Bearer Security 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 Security for a period of 15 days preceding the due date for any payment with respect to the Security. Whenever any Investor Securities are so surrendered for exchange, the Transferor shall execute, the Trustee shall have authenticate and the right Transfer Agent and Registrar shall deliver (in the case of Bearer Securities, outside the United States) the Investor Securities which the Investor Securityholder making the exchange is entitled to inspect receive. Every Investor Security presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in a form satisfactory to the Certificate Register Trustee or the Transfer Agent and Registrar duly executed by the Investor Securityholder 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 Securities, but the Transfer Agent and Registrar may require payment of a sum sufficient to obtain cover any tax or governmental charge that may be imposed in connection with any such transfer or exchange. All Investor Securities (together with any Coupons) surrendered for registration of transfer and exchange or for payment shall be canceled and disposed of in a copy thereof at all reasonable times, manner satisfactory to the Trustee. The Trustee shall cancel and to rely conclusively destroy any Global Security upon its exchange in full for Definitive Euro- Securities and shall deliver a certificate of the Certificate Registrar as destruction to the information set forth in the Certificate RegisterTransferor. If any Securityholder makes written request Such certificate shall also state that a certificate or certificates of a Foreign Clearing Agency to the Certificate Registrar, and such request states that such Securityholder desires effect referred to communicate with other Securityholders in Section 6.13 was received with respect to their rights under this Agreement or under the Securities and is accompanied by a copy each portion of the communication that such Securityholder proposes to transmit, then the Certificate Registrar shall, within 30 days after the receipt of such request, afford the requesting Securityholder access during normal business hours to, or Global Security exchanged for Definitive Euro-Securities. The Transferor shall execute and deliver to the requesting Securityholder a copy of, the most recent list of Securityholders held by the Certificate Registrar (which list shall be current Trustee Bearer Securities and Registered Securities in such amounts and at such times as of a date no earlier than 30 days prior are necessary to the Certificate Registrar’s receipt of such request). Every Securityholder, by receiving such access, acknowledges that neither the Certificate Registrar nor enable the Trustee will be held accountable to fulfill its responsibilities under this Agreement, each Supplement and the Securities. The interest of any Investor Securityholder in any way by reason Receivable shall not be transferable other than through the transfer of the disclosure of any information an Investor Security, and except as to the names and addresses of any Securityholder regardless of the source from which such information was derivedprovided in this Article VI, a Security shall not be transferable or divisible.

Registration of Transfer and Exchange of Securities. (a) The Trustee may, at its own expense, appoint any Person with appropriate experience as a securities registrar shall cause to act as Certificate Registrar hereunder; provided that in the absence of any other Person appointed in accordance herewith acting as Certificate Registrar, the Trustee agrees to act in such capacity in accordance with the terms hereof. The appointment of a Certificate Registrar shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible for all acts and omissions of the Certificate Registrar. The Certificate Registrar shall be subject to the same standards of care, limitations on liability and rights to indemnity as the Trustee, and the provisions of Sections 8.01, 8.02, 8.03, 8.04, 8.05(b), 8.05(c), 8.05(d) and 8.05(e) shall apply to the Certificate Registrar to the same extent that they apply to the Trustee. Any Certificate Registrar appointed in accordance with this Section 5.02(a) may at any time resign by giving at least 30 days’ advance written notice of resignation to the Trustee, the Servicer and the Depositor. The Trustee may at any time terminate the agency of any Certificate Registrar appointed in accordance with this Section 5.02(a) by giving written notice of termination to such Certificate Registrar, with a copy to the Trustee, the Servicer and the Depositor. At all times during the term of this Agreement, there shall be maintained kept at the office of Corporate Trust Office a register (the Certificate Registrar a Certificate Register "Security Register") in which, subject to such reasonable regulations as the Certificate Registrar it may prescribe, a transfer agent and registrar (which may be the Certificate Registrar Trustee) (the "Transfer Agent and Registrar") shall provide for the registration of the Registered Securities and of transfers and exchanges of the Registered Securities as herein provided. The DepositorTransfer 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 Security at any office or agency of the Transfer Agent and Registrar maintained for such purpose, one or more new Registered Securities (of the same Series and Class) in authorized denominations of like aggregate fractional undivided interests in the Securityholders' Interest shall be executed, authenticated and delivered, in the name of the designated transferee or transferees. At the option of a Registered Securityholder, subject to subsection (c) below and subject to the provisions of any Supplement or other agreement establishing the terms of an instrument, Registered Securities (of the same Series and Class) may be exchanged for other Registered Securities of authorized denominations of like aggregate fractional undivided interests in the Securityholders' Interest, upon surrender of the Registered Securities to be exchanged at any such office or agency; Registered Securities, including Registered Securities received in exchange for Bearer Securities, may not be exchanged for Bearer Securities. At the option of the Holder of a Bearer Security, subject to applicable laws and regulations, Bearer Securities may be exchanged for other Bearer Securities or Registered Securities (of the same Series and Class) of authorized denominations of like aggregate fractional undivided interests in the Securityholders' Interest, upon surrender of the Bearer Securities to be exchanged at an office or agency of the Transfer Agent and Registrar located outside the United States. Each Bearer Security surrendered pursuant to this Section shall have attached thereto all unmatured Coupons; provided that any Bearer Security 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 Security for a period of 15 days preceding the due date for any payment with respect to the Security. Whenever any Investor Securities 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 Securities, outside the United States) the Investor Securities which the Investor Securityholder making the exchange is entitled to receive. Every Investor Security 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 Securityholder 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 Securities, 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 Securities (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 Security upon its exchange in full for Definitive Euro-Securities 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 Security exchanged for Definitive Euro-Securities. The Transferor shall execute and deliver to the Trustee Bearer Securities and Registered Securities 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 Securities. The interest of any Investor Securityholder in any Receivable shall not be transferable other than through the transfer of an Investor Security, and except as provided in this Article VI, a Security shall not be transferable or divisible. (b) The Transfer Agent and Registrar will maintain at its expense in the Borough of Manhattan, The City of New York, and, if and so long as any Series or Class is listed on the Luxembourg Stock Exchange, Luxembourg, an office or agency where Investor Securities may be surrendered for registration of transfer or exchange (except that Bearer Securities may not be surrendered for exchange at any such office or agency in the United States or its territories and possessions). (c) (i) Registration of transfer of Investor Securities containing a legend substantially to the effect set forth on Exhibit G-1 shall be effected only if such transfer (x) is made pursuant to an effective registration statement under the Act, or is exempt from the registration requirements under the Act, and (y) 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 be made in reliance upon an exemption from the registration requirements under the Act, the transferor or the transferee shall deliver, at its expense, to the Transferor, the Servicer and the Trustee shall have Trustee, an investment letter from the right to inspect transferee, substantially in the Certificate Register or to obtain a copy thereof at all reasonable timesform of the investment and ERISA representation letter attached hereto as Exhibit G-2, and no registration of transfer shall be made until such letter is so delivered. Investor Securities issued upon registration or transfer of, or Investor Securities issued in exchange for, Investor Securities bearing the legend referred to rely conclusively upon a certificate above shall also bear such legend unless the Transferor, the Servicer, the Trustee and the Transfer Agent and Registrar receive an Opinion of the Certificate Registrar as Counsel, satisfactory to each of them, to the information effect that such legend may be removed. Whenever an Investor Security 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 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 any such instructions furnished pursuant to this clause (i). (ii) Registration of transfer of Investor Securities containing a legend to the effect set forth on Exhibit G-3 shall be effected only if such transfer is made to a Person which is not a Benefit Plan. By accepting and holding any such Investor Security, an Investor Securityholder shall be deemed to have represented and warranted that it is not a Benefit Plan. By acquiring any interest in a Book-Entry Security which contains such legend, a Security Owner shall be deemed to have represented and warranted that it is not a Benefit Plan. (iii) If so requested by the Certificate Register. If Transferor, the Trustee will make available to any Securityholder makes written request to the Certificate Registrarprospective purchaser of Investor Securities who so requests, and such request states that such Securityholder desires to communicate with other Securityholders with respect to their rights under this Agreement or under the Securities and is accompanied by a copy of the communication that such Securityholder proposes to transmit, then the Certificate Registrar shall, within 30 days after the receipt of such request, afford the requesting Securityholder access during normal business hours to, or deliver a letter provided to the requesting Securityholder a copy of, Trustee by or on behalf of the most recent list of Securityholders held by the Certificate Registrar (which list shall be current as of a date no earlier than 30 days prior Transferor relating to the Certificate Registrar’s receipt of such request). Every Securityholder, by receiving such access, acknowledges that neither the Certificate Registrar nor the Trustee will be held accountable in any way by reason of the disclosure transferability of any information as Series or Class to the names and addresses of any Securityholder regardless of the source from which such information was derived.a Benefit Plan. Section 6.5

Registration of Transfer and Exchange of Securities. (a) The Trustee may, shall cause to be kept at its own expense, appoint any Person with appropriate experience as the office or agency to be maintained by a securities transfer agent and registrar to act as Certificate Registrar hereunder; provided that in (the absence of any other Person appointed in accordance herewith acting as Certificate "Transfer Agent and Registrar, the Trustee agrees to act in such capacity ") in accordance with the terms hereof. The appointment of a Certificate Registrar shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible for all acts and omissions of the Certificate Registrar. The Certificate Registrar shall be subject to the same standards of care, limitations on liability and rights to indemnity as the Trustee, and the provisions of Sections 8.01Section 11.16, 8.02, 8.03, 8.04, 8.05(b), 8.05(c), 8.05(da register (the "Security Register") and 8.05(e) shall apply to the Certificate Registrar to the same extent that they apply to the Trustee. Any Certificate Registrar appointed in accordance with this Section 5.02(a) may at any time resign by giving at least 30 days’ advance written notice of resignation to the Trustee, the Servicer and the Depositor. The Trustee may at any time terminate the agency of any Certificate Registrar appointed in accordance with this Section 5.02(a) by giving written notice of termination to such Certificate Registrar, with a copy to the Trustee, the Servicer and the Depositor. At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar it may prescribe, the Certificate Transfer Agent and Registrar shall provide for the registration of the Investor Securities of each Series (unless otherwise provided in the related Supplement) and of transfers and exchanges of the Investor Securities as herein provided. Whenever reference is made in this Agreement to the transfer or exchange of the Securities 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 DepositorTrustee is hereby initially appointed Transfer Agent and Registrar for the purposes of registering the Investor Securities and transfers and exchanges of the Investor Securities as herein provided. If any form of Investor Security is issued as a Global Security, the Trustee may, or if and so long as any Series of Investor Securities are listed on a stock exchange and such exchange shall so require, the Trustee 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 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. In the event that the Trustee shall no longer be the Transfer Agent and Registrar, the Transferor shall appoint a successor Transfer Agent and Registrar. If any Series with respect to which Book Entry Securities were originally issued is no longer issued as Book-Entry Securities, then the Servicer may appoint a successor Transfer Agent and Registrar. Unless otherwise provided in the related Supplement, in the case of any Investor Security with respect to which no Opinion of Counsel to the effect that such Investor Security (or Class or Series to which such Investor Security pertains) will be characterized as indebtedness for federal income tax purposes was delivered, no sale, assignment, participation, pledge, hypothecation, transfer or other disposition of such Investor Security (or any interest therein) shall be made unless the Transferor and the Servicer shall have granted their prior consent thereto, which consent may not be unreasonably withheld and, provided further, that for purposes of this sentence, it shall in all cases be reasonable for the Transferor or the Servicer to withhold consent to such proposed sale, assignment, participation, pledge, hypothecation, transfer or other disposition of all or any part of a Security (or any interest therein) if the transaction would, if effected, give rise to any adverse tax consequence, as determined in the sole and absolute discretion of the Transferor or the Servicer. Upon surrender for registration of transfer of any Security at any office or agency of the Transfer Agent and Registrar maintained for such purpose, the Transferor shall execute, subject to the provisions of subsection 6.3(c), 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, in the name of the designated transferee or transferees, one or more new Securities in authorized denominations of like aggregate Undivided Interests; provided, that the provisions of this paragraph shall not apply to Bearer Securities. At the option of any Holder of Registered Securities, Registered Securities may be exchanged for other Registered Securities of the same Series in authorized denominations of like aggregate Undivided Interests in the Trust, upon surrender of the Registered Securities to be exchanged at any office or agency of the Transfer Agent and Registrar maintained for such purpose. At the option of a Bearer Securityholder, subject to applicable laws and regulations (including without limitation, the Bearer Rules), Bearer Securities may be exchanged for other Bearer Securities or Registered Securities 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 Securities to be exchanged at an office or agency of the Transfer Agent and Registrar located outside the United States. Each Bearer Security surrendered pursuant to this Section 6.3 shall have attached thereto (or be accompanied by) all unmatured Coupons, provided that any Bearer Security so surrendered after the right 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 inspect such Distribution Date. Whenever any Investor Securities of any Series are so surrendered for exchange, the Certificate Register or to obtain a copy thereof at all reasonable timesTransferor 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 Securities of such Series which the Securityholder making the exchange is entitled to rely conclusively upon receive. Every Investor Security presented or surrendered for registration of transfer or exchange shall be accompanied by a certificate written instrument of the Certificate Registrar as transfer in a form satisfactory to the information set forth Trustee and the Transfer Agent and Registrar duly executed by the Securityholder thereof or his attorney-in-fact duly authorized in writing. The preceding provisions of this Section 6.3 notwithstanding, the Certificate Register. If Trustee or the Transfer Agent and Registrar, as the case may be, shall not be required to register the transfer of or exchange any Securityholder makes written request Investor Security of any Series for the period from the Record Date preceding the due date for any payment to the Certificate Registrar, and such request states that such Securityholder desires to communicate with other Securityholders Distribution Date with respect to their rights the Investor Securities of such Series. Unless otherwise provided in the related Supplement, no service charge shall be made for any registration of transfer or exchange of Securities, 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 Securities. All Investor Securities (together with any Coupons attached to Bearer Securities) 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 Trustee. The Trustee shall cancel and dispose of any Global Security upon its exchange in full for Definitive Securities, but shall not be required to destroy such Global Securities. Such security shall also state that a security or securities of each Foreign Clearing Agency to the effect referred to in Section 6.13 was received with respect to each portion of the Global Security exchanged for Definitive Securities. The Transferor shall execute and deliver to the Trustee or the Transfer Agent and Registrar, as applicable, Bearer Securities and Registered Securities in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement or under and the Securities and is accompanied by a copy of the communication that such Securityholder proposes to transmit, then the Certificate Registrar shall, within 30 days after the receipt of such request, afford the requesting Securityholder access during normal business hours to, or deliver to the requesting Securityholder a copy of, the most recent list of Securityholders held by the Certificate Registrar (which list shall be current as of a date no earlier than 30 days prior to the Certificate Registrar’s receipt of such request). Every Securityholder, by receiving such access, acknowledges that neither the Certificate Registrar nor the Trustee will be held accountable in any way by reason of the disclosure of any information as to the names and addresses of any Securityholder regardless of the source from which such information was derivedSecurities.

Registration of Transfer and Exchange of Securities. (a) The Trustee may, shall cause to be kept at its own expense, appoint any Person with appropriate experience as the office or agency to be maintained by a securities transfer agent and registrar to act as Certificate Registrar hereunder; provided that in (the absence of any other Person appointed in accordance herewith acting as Certificate "Transfer Agent and Registrar, the Trustee agrees to act in such capacity ") in accordance with the terms hereof. The appointment of a Certificate Registrar shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible for all acts and omissions of the Certificate Registrar. The Certificate Registrar shall be subject to the same standards of care, limitations on liability and rights to indemnity as the Trustee, and the provisions of Sections 8.01Section 11.16, 8.02, 8.03, 8.04, 8.05(b), 8.05(c), 8.05(da register (the "Security Register") and 8.05(e) shall apply to the Certificate Registrar to the same extent that they apply to the Trustee. Any Certificate Registrar appointed in accordance with this Section 5.02(a) may at any time resign by giving at least 30 days’ advance written notice of resignation to the Trustee, the Servicer and the Depositor. The Trustee may at any time terminate the agency of any Certificate Registrar appointed in accordance with this Section 5.02(a) by giving written notice of termination to such Certificate Registrar, with a copy to the Trustee, the Servicer and the Depositor. At all times during the term of this Agreement, there shall be maintained at the office of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar it may prescribe, the Certificate Transfer Agent and Registrar shall provide for the registration of the Investor Securities of each Series (unless otherwise provided in the related Supplement) and of transfers and exchanges of the Investor Securities as herein provided. Whenever reference is made in this Agreement to the transfer or exchange of the Securities 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 DepositorTrustee is hereby initially appointed Transfer Agent and Registrar for the purposes of registering the Investor Securities and transfers and exchanges of the Investor Securities as herein provided. If any form of Investor Security is issued as a Global Security, the Trustee may, or if and so long as any Series of Investor Securities are listed on a stock exchange and such exchange shall so require, the Trustee 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 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. In the event that the Trustee shall no longer be the Transfer Agent and Registrar, the Transferor shall appoint a successor Transfer Agent and Registrar. If any Series with respect to which Book Entry Securities were originally issued is no longer issued as Book-Entry Securities, then the Servicer may appoint a successor Transfer Agent and Registrar. Unless otherwise provided in the related Supplement, in the case of any Investor Security with respect to which no Opinion of Counsel to the effect that such Investor Security (or Class or Series to which such Investor Security pertains) will be characterized as indebtedness for federal income tax purposes was delivered, no sale, assignment, participation, pledge, hypothecation, transfer or other disposition of such Investor Security (or any interest therein) shall be made unless the Transferor and the Servicer shall have granted their prior consent thereto, which consent may not be unreasonably withheld and, provided further, that for purposes of this sentence, it shall in all cases be reasonable for the Transferor or the Servicer to withhold consent to such proposed sale, assignment, participation, pledge, hypothecation, transfer or other disposition of all or any part of a Security (or any interest therein) if the transaction would, if effected, give rise to any adverse tax consequence, as determined in the sole and absolute discretion of the Transferor or the Servicer. Upon surrender for registration of transfer of any Security at any office or agency of the Transfer Agent and Registrar maintained for such purpose, the Transferor shall execute, subject to the provisions of subsection 6.3(c), 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, in the name of the designated transferee or transferees, one or more new Securities in authorized denominations of like aggregate Undivided Interests; provided, that the provisions of this paragraph shall not apply to Bearer Securities. At the option of any Holder of Registered Securities, Registered Securities may be exchanged for other Registered Securities of the same Series in authorized denominations of like aggregate Undivided Interests in the Trust, upon surrender of the Registered Securities to be exchanged at any office or agency of the Transfer Agent and Registrar maintained for such purpose. At the option of a Bearer Securityholder, subject to applicable laws and regulations (including without limitation, the Bearer Rules), Bearer Securities may be exchanged for other Bearer Securities or Registered Securities 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 Securities to be exchanged at an office or agency of the Transfer Agent and Registrar located outside the United States. Each Bearer Security surrendered pursuant to this Section 6.3 shall have attached thereto (or be accompanied by) all unmatured Coupons, provided that any Bearer Security so surrendered after the right 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 inspect such Distribution Date. Whenever any Investor Securities of any Series are so surrendered for exchange, the Certificate Register or to obtain a copy thereof at all reasonable timesTransferor 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 Securities of such Series which the Securityholder making the exchange is entitled to rely conclusively receive. Every Investor Security 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 and the Transfer Agent and Registrar duly executed by the Securityholder 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 Security 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 Securities of such Series. Unless otherwise provided in the related Supplement, no service charge shall be made for any registration of transfer or exchange of Securities, 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 Securities. All Investor Securities (together with any Coupons attached to Bearer Securities) 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 Trustee. The Trustee shall cancel and dispose of any Global Security upon its exchange in full for Definitive Securities, but shall not be required to destroy such Global Securities. Such security shall also state that a certificate security or securities of each Foreign Clearing Agency to the effect referred to in Section 6.13 was received with respect to each portion of the Certificate Registrar as Global Security exchanged for Definitive Securities. The Transferor shall execute and deliver to the information Trustee or the Transfer Agent and Registrar, as applicable, Bearer Securities and Registered Securities in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement and the Securities. (b) Except as provided in Section 6.9 or 7.2 or in any Supplement, in no event shall the Exchangeable Transferor Security or any interest therein be transferred, sold, exchanged, pledged, participated or otherwise assigned hereunder, in whole or in part, unless the Transferor shall have consented in writing to such transfer and unless the Trustee shall have received (1) confirmation in writing from each Rating Agency that such transfer will not result in a lowering or withdrawal of its then- existing rating of any Series of Investor Securities and (2) an Opinion of Counsel that such transfer does not (i) adversely affect the conclusions reached in any of the federal income tax opinions issued in connection with the original issuance of any Series of Investor Securities or (ii) result in a taxable event to the holders of any such Series. (c) Unless otherwise provided in the related Supplement, registration of transfer of Registered Securities containing a legend relating to the restrictions on transfer of such Registered Securities (which legend shall be set forth in the Certificate RegisterSupplement relating to such Investor Securities) shall be effected only if the conditions set forth in such related Supplement are satisfied. If any Securityholder makes written request Whenever a Registered Security containing the legend set forth in the related Supplement is presented to the Certificate RegistrarTransfer Agent and Registrar for registration of transfer, the Transfer Agent and Registrar shall promptly seek instructions from the Servicer regarding such request states transfer. The Transfer Agent and Registrar and the Trustee shall be entitled to receive written instructions signed by an officer of the Trustee prior to registering any such transfer or authenticating new Registered Securities, as the case may be. The Servicer hereby agrees to indemnify the Transfer Agent and Registrar and the Trustee and to 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 the Borough of Manhattan, The City of New York, an office or offices or an agency or agencies where Investor Securities of such Series may be surrendered for registration of transfer or exchange. (e) Prior to the Transfer of any portion of a Transferor Retained Class, the Trustee shall have received an Opinion of Counsel to the effect that such Securityholder desires proposed Transfer will not adversely affect the Federal or Applicable Tax State income tax characterization of any outstanding Series of Investor Securities or the taxability (or tax characterization) of the Trust under Federal, Minnesota or Delaware income tax laws. The Transferor shall provide to communicate with other Securityholders with respect to their rights under this Agreement or under the Securities Moody's notice of any such Transfer and is accompanied by a copy of the communication that such Securityholder proposes to transmit, then the Certificate Registrar shall, within 30 days after the receipt Opinion of such request, afford the requesting Securityholder access during normal business hours to, or deliver to the requesting Securityholder a copy of, the most recent list of Securityholders held by the Certificate Registrar (which list shall be current as of a date no earlier than 30 days prior to the Certificate Registrar’s receipt of such request)Counsel described above. Every Securityholder, by receiving such access, acknowledges that neither the Certificate Registrar nor the Trustee will be held accountable in any way by reason of the disclosure of any information as to the names and addresses of any Securityholder regardless of the source from which such information was derived.Section 6.4