Common use of Transfers of Risk Retention Certificates Clause in Contracts

Transfers of Risk Retention Certificates. At all times during the RR Interest Transfer Restriction Period, if a transfer of any Risk Retention Certificate is to be made (other than in connection with (1) the transfer to CREFI on the Closing Date, pursuant to the CREFI Mortgage Loan Purchase Agreement, of the Certificates constituting the VRR1 Interest, (2) the transfer to DBNY on the Closing Date, pursuant to the GACC Mortgage Loan Purchase Agreement, of the Certificates constituting the VRR3 Interest, and (3) the transfer to the Third Party Purchaser on the Closing Date of the Certificates constituting the HRR Interest), then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, the Certificate Registrar may conclusively rely upon) (i) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit L-5A (in the case of a transfer of Class VRR Certificates) or Exhibit L-5B (in the case of a transfer of Certificates constituting the HRR Interest), which such certification must (x) be countersigned by the applicable Retaining Party, the Retaining Sponsor (if different than the Retaining Party) and, except in the case of Certificates constituting the HRR Interest, the Depositor and (y) include a medallion stamp guarantee of such Retaining Party, and (ii) a certification from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit L-6A (in the case of a transfer of Class VRR Certificates) or Exhibit L-6B (in the case of a transfer of Certificates constituting the HRR Interest), which such certification must (x) be countersigned by the applicable Retaining Party (if different than the transferor), the Retaining Sponsor (if different than the Retaining Party) and, except in the case of Certificates constituting the HRR Interest, the Depositor and (y) include a medallion stamp guarantee of such Retaining Party. Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.02(f), Section 5.03(a), Section 5.03(h), the following provisions of this Section 5.03(i), and Section 5.03(n), reflect such Risk Retention Certificate in the name of the prospective Transferee. In no event shall a Risk Retention Certificate be held as a Global Certificate during the RR Interest Transfer Restriction Period. In connection with each transfer of a Risk Retention Certificate after the Closing Date, the transferor of such Certificate shall pay to the Certificate Administrator a transfer fee of $5,000 (together with any other expenses related to such transfer (including fees charged by the Depository, if applicable)) and such fee and expenses must be received by the Certificate Administrator prior to the transfer date or the Certificate Administrator shall not be required to complete the requested transfer.

Transfers of Risk Retention Certificates. At all times during the applicable RR Interest Transfer Restriction Period, if a transfer of any Risk Retention Certificate is to be made (other than in connection with (1) the transfer to CREFI on the Closing Date, pursuant to the CREFI Mortgage Loan Purchase Agreement, of the Certificates constituting the VRR1 Interest, (2) the transfer to DBNY on the Closing Date, pursuant to the GACC Mortgage Loan Purchase Agreement, of the Certificates constituting the VRR3 VRR2 Interest, and (3) the transfer to JPMCB on the Closing Date, pursuant to the JPMCB Mortgage Loan Purchase Agreement, of the Certificates constituting the VRR3 Interest, (4) the transfer to a majority-owned affiliate of the Third Party Purchaser on the Closing Date of the Certificates constituting the HRR Interest, (5) the transfer to GACC on the Closing Date of the WMRR Interest and (6) the transfer to the Centre Retaining Third Party Purchaser on the Closing Date of the Class TCRR Certificates), then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, the Certificate Registrar may conclusively rely upon) (i) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit L-5A (in the case of a transfer of Class VRR Certificates) or ), Exhibit L-5B (in the case of a transfer of Certificates constituting the HRR Interest), Exhibit L-5C (in the case of a transfer of Class WMRR Certificates) or Exhibit L-5D (in the case of a transfer of Class TCRR Certificates), which such certification must (x) be countersigned by the applicable Retaining Party, the Retaining Sponsor (if different than the Retaining Party) and, except in the case of Certificates constituting the HRR Interest, the Depositor and (y) include with a medallion stamp guarantee of such Retaining Party, and (ii) a certification from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit L-6A (in the case of a transfer of Class VRR Certificates) or ), Exhibit L-6B (in the case of a transfer of Certificates constituting the HRR Interest), Exhibit L-6C (in the case of a transfer of Class WMRR Certificates) or Exhibit L-6D (in the case of a transfer of the Class TCRR Certificates) which such certification must (x) be countersigned by the applicable Retaining Party (if different than the transferor), the Retaining Sponsor (if different than the Retaining Party) and, except in the case of Certificates constituting the HRR Interest, the Depositor and (y) include with a medallion stamp guarantee of the such Retaining Party. Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.02(f), Section 5.03(a), Section 5.03(h), the following provisions of this Section 5.03(i), and Section 5.03(n), reflect such Risk Retention Certificate in the name of the prospective Transferee. In no event shall a Risk Retention Certificate be held as a Global Certificate during the RR Interest Transfer Restriction Period. In connection with each transfer of a Risk Retention Certificate after the Closing Date, the transferor of such Certificate shall pay to the Certificate Administrator a transfer fee of $5,000 (together with any other expenses related to such transfer (including fees charged by the Depository, if applicable)) and such fee and expenses must be received by the Certificate Administrator prior to the transfer date or the Certificate Administrator shall not be required to complete the requested transfer.

Transfers of Risk Retention Certificates. At all times during the RR Interest 805H Transfer Restriction Period, if a transfer of any Risk Retention Class 805H Certificate is to be made (other than in connection with (1) the transfer to CREFI transfers on the Closing Date, pursuant to the CREFI Mortgage Loan Purchase Agreement, of the Certificates constituting the VRR1 Interest, (2) the transfer to DBNY on the Closing Date, pursuant to the GACC Mortgage Loan Purchase Agreement, of the Certificates constituting the VRR3 Interest, and (3) the transfer to the Third Party Purchaser on the Closing Date of the Certificates constituting the HRR Interest), then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, the Certificate Registrar may conclusively rely upon) (i) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit L-5A (in the case of a transfer of Class VRR Certificates) or Exhibit L-5B (in the case of a transfer of Certificates constituting the HRR Interest)L-5C, which such certification must (x) be countersigned by the applicable Retaining Party, the Party and 000 Xxxxx Xxxxxx Retaining Sponsor (if different than the Retaining Party) and, except in the case of Certificates constituting the HRR Interest, the Depositor and (y) include with a medallion stamp guarantee of such Retaining Party, and (ii) a certification from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit L-6A (in the case of a transfer of Class VRR Certificates) or Exhibit L-6B (in the case of a transfer of Certificates constituting the HRR Interest), L-6C which such certification must (x) be countersigned by the applicable Retaining Party (if different than the transferor), the 000 Xxxxx Xxxxxx Retaining Sponsor (if different than the Retaining Party) and, except in the case of Certificates constituting the HRR Interest, the Depositor and (y) include with a medallion stamp guarantee of the such Retaining Party. Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.02(f), Section 5.03(a), Section 5.03(h), the following provisions of this Section 5.03(i), and Section 5.03(n), reflect such Risk Retention Class 805H Certificate in the name of the prospective Transferee. In no event shall a Risk Retention Class 805H Certificate be held as a Global Certificate during the RR Interest 805H Transfer Restriction Period. In connection with each transfer of a Risk Retention Class 805H Certificate after the Closing Date, the transferor of such Certificate shall pay to the Certificate Administrator a transfer fee of $5,000 (together with any other expenses related to such transfer (including fees charged by the Depository, if applicable)) and such fee and expenses must be received by the Certificate Administrator prior to the transfer date or the Certificate Administrator shall not be required to complete the requested transfer.

Transfers of Risk Retention Certificates. At all times during the applicable RR Interest Transfer Restriction Period, if a transfer of any Risk Retention Certificate is to be made (other than in connection with (1) the transfer to CREFI on the Closing Date, pursuant to the CREFI Mortgage Loan Purchase Agreement, of the Certificates constituting the VRR1 Interest, (2) the transfer to DBNY on the Closing Date, pursuant to the GACC Mortgage Loan Purchase Agreement, of the Certificates constituting the VRR3 VRR2 Interest, and (3) the transfer to JPMCB on the Closing Date, pursuant to the JPMCB Mortgage Loan Purchase Agreement, of the Certificates constituting the VRR3 Interest and (4) the transfer to a majority-owned affiliate of the Third Party Purchaser on the Closing Date of the Certificates constituting the HRR Interest), then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, the Certificate Registrar may conclusively rely upon) (i) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit L-5A (in the case of a transfer of Class VRR Certificates) or ), Exhibit L-5B (in the case of a transfer of Certificates constituting the HRR Interest), ) which such certification must (x) be countersigned by the applicable Retaining Party, the Retaining Sponsor (if different than the Retaining Party) and, except in the case of Certificates constituting the HRR Interest, the Depositor and (y) include with a medallion stamp guarantee of such Retaining Party, and (ii) a certification from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit L-6A (in the case of a transfer of Class VRR Certificates) or ), Exhibit L-6B (in the case of a transfer of Certificates constituting the HRR Interest), ) which such certification must (x) be countersigned by the applicable Retaining Party (if different than the transferor), the Retaining Sponsor (if different than the Retaining Party) and, except in the case of Certificates constituting the HRR Interest, the Depositor and (y) include with a medallion stamp guarantee of the such Retaining Party. Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.02(f), Section 5.03(a), Section 5.03(h), the following provisions of this Section 5.03(i), and Section 5.03(n), reflect such Risk Retention Certificate in the name of the prospective Transferee. In no event shall a Risk Retention Certificate be held as a Global Certificate during the RR Interest Transfer Restriction Period. In connection with each transfer of a Risk Retention Certificate after the Closing Date, the transferor of such Certificate shall pay to the Certificate Administrator a transfer fee of $5,000 (together with any other expenses related to such transfer (including fees charged by the Depository, if applicable)) and such fee and expenses must be received by the Certificate Administrator prior to the transfer date or the Certificate Administrator shall not be required to complete the requested transfer.

Transfers of Risk Retention Certificates. At all times during the RR VRR Interest Transfer Restriction Period, if a transfer of any Risk Retention Certificate is to be made (other than in connection with (1) the transfer to CREFI on the Closing Date, pursuant to the CREFI Mortgage Loan Purchase Agreement, of the Certificates constituting the VRR1 Interest, (2) the transfer to DBNY on the Closing Date, pursuant to the GACC Mortgage Loan Purchase Agreement, of the Certificates constituting the VRR3 Interest, and (3) the transfer to the Third Party Purchaser on the Closing Date of the Certificates constituting the HRR Interest), then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, the Certificate Registrar may conclusively rely upon) ): (i) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit L-5A (in the case of a transfer of Class VRR Certificates) or Exhibit L-5B (in the case of a transfer of Certificates constituting the HRR Interest)L-5A, which such certification must (x) be countersigned by the applicable Retaining Party, the Retaining Sponsor (if different than the Retaining Party) and, except in the case of Certificates constituting the HRR Interest, and the Depositor and (y) include a medallion stamp guarantee of such Retaining Party, and ; (ii) a certification from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit L-6A (in the case of a transfer of Class VRR Certificates) or Exhibit L-6B (in the case of a transfer of Certificates constituting the HRR Interest)L-6A, which such certification must (x) be countersigned by the applicable Retaining Party (if different than the transferor), the Retaining Sponsor (if different than the Retaining Party) and, except in the case of Certificates constituting the HRR Interest, and the Depositor and (y) include a medallion stamp guarantee of such Retaining Party; (iii) a W-9 completed by the Transferee; and (iv) wire instructions and contact information of the Transferee. Upon receipt of the foregoing certifications, the Certificate Administrator (which may conclusively rely upon such certifications) shall instruct the Certificate Registrar to register such transfer and, upon receipt of such instruction from the Certificate Administrator, the Certificate Registrar shall, subject to Section 5.02(f), Section 5.03(a), Section 5.03(h), the following provisions of this Section 5.03(i), and Section 5.03(n), reflect such Risk Retention Certificate in the name of the prospective Transferee. In no event shall a Risk Retention Certificate be held as a Global Certificate during the RR VRR Interest Transfer Restriction Period. In connection with each After the termination of the VRR Interest Transfer Restriction Period, if a transfer of a Risk Retention Certificate after is to be made and such Risk Retention Certificate is in Retained Interest Safekeeping Account, then upon receipt of: (i) a certification from such Certificateholder’s prospective Transferee substantially in the Closing Dateform attached hereto as Exhibit L-5A, which such certification must (x) be countersigned by the applicable Retaining Party, the transferor Retaining Sponsor (if different than the Retaining Party) and the Depositor and (y) include a medallion stamp guarantee of such Certificate shall pay Retaining Party, and (ii) a certification from the Certificateholder desiring to the Certificate Administrator a transfer fee of $5,000 (together with any other expenses related to effect such transfer substantially in the form attached hereto as Exhibit L-6A, which such certification must (including fees charged x) be countersigned by the Depositoryapplicable Retaining Party (if different than the transferor), the Retaining Sponsor (if applicable)different than the Retaining Party) and the Depositor and (y) include a medallion stamp guarantee of such fee and expenses must be received by the Certificate Administrator prior to the transfer date or Retaining Party, the Certificate Administrator shall instruct the Certificate Registrar to register such transfer and, upon receipt of such instruction from the Certificate Administrator, the Certificate Registrar shall, subject to Section 5.02(f), Section 5.03(a), Section 5.03(h) and Section 5.03(n), reflect such Risk Retention Certificate in the name of the prospective Transferee. After the termination of the VRR Interest Transfer Restriction Period, if a transfer of a Risk Retention Certificate is to be made and such Risk Retention Certificate is in the Retained Interest Safekeeping Account, the Certificate Registrar shall not be required to complete register a Transfer of such Risk Retention Certificate unless it is so instructed by the requested transferCertificate Administrator.

Transfers of Risk Retention Certificates. At all times during the applicable RR Interest Transfer Restriction Period, if a transfer of any Risk Retention Certificate is to be made (other than in connection with (1) the transfer to CREFI on the Closing Date, pursuant to the CREFI Mortgage Loan Purchase Agreement, of the Certificates constituting the VRR1 Interest, (2) the transfer to DBNY JPMCB on the Closing Date, pursuant to the GACC JPMCB Mortgage Loan Purchase Agreement, of the Certificates constituting the VRR3 Interest, VRR2 Interest and (3) the transfer to the Third Party Purchaser DBNY on the Closing Date of the Certificates constituting the HRR 360RR Interest), then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, the Certificate Registrar may conclusively rely upon) (i) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit L-5A (in the case of a transfer of Class VRR Certificates) or Exhibit L-5B L-5C (in the case of a transfer of Certificates constituting the HRR InterestClass 360V Certificates), which such certification must (x) be countersigned by the applicable Retaining Party, the Retaining Sponsor (if different than the Retaining Party) and, except Party in the case of Certificates constituting a transfer of Class VRR Certificates), the HRR Interest, 360 Spear Retaining Sponsor (if different than the Retaining Party in the case of a transfer of Class 360V Certificates) and the Depositor and (y) include a medallion stamp guarantee of such Retaining Party, and (ii) a certification from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit L-6A (in the case of a transfer of Class VRR Certificates) or Exhibit L-6B L-6C (in the case of a transfer of Certificates constituting the HRR Interest), Class 360V Certificates) which such certification must (x) be countersigned by the applicable Retaining Party (if different than the transferor), the Retaining Sponsor (if different than the Retaining Party) and, except Party in the case of Certificates constituting a transfer of Class VRR Certificates), the HRR Interest, 360 Spear Retaining Sponsor (if different than the Retaining Party in the case of a transfer of Class 360V Certificates) and the Depositor and (y) include a medallion stamp guarantee of such Retaining Party. Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.02(f), Section 5.03(a), Section 5.03(h), the following provisions of this Section 5.03(i), and Section 5.03(n), reflect such Risk Retention Certificate in the name of the prospective Transferee. In no event shall a Risk Retention Certificate be held as a Global Certificate during the RR Interest Transfer Restriction Period. In connection with each transfer of a Risk Retention Certificate after the Closing Date, the transferor of such Certificate shall pay to the Certificate Administrator a transfer fee of $5,000 (together with any other expenses related to such transfer (including fees charged by the Depository, if applicable)) and such fee and expenses must be received by the Certificate Administrator prior to the transfer date or the Certificate Administrator shall not be required to complete the requested transfer.

Transfers of Risk Retention Certificates. At all times during the RR Interest Transfer Restriction Period, if a transfer of any Risk Retention Certificate is to be made (other than in connection with (1) the transfer to CREFI on the Closing Date, pursuant to the CREFI Mortgage Loan Purchase Agreement, of the Certificates constituting the VRR1 Interest, (2) the transfer to DBNY on the Closing Date, pursuant to the GACC Mortgage Loan Purchase Agreement, of the Certificates constituting the VRR3 VRR2 Interest, and (3) the transfer to the Third Party Purchaser JPMCB on the Closing Date Date, pursuant to the JPMCB Mortgage Loan Purchase Agreement, of the Certificates constituting the HRR VRR3 Interest), then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, the Certificate Registrar may conclusively rely upon) (i) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit L-5A (in the case of a transfer of Class VRR Certificates) or Exhibit L-5B (in the case of a transfer of Certificates constituting the HRR Interest), which such certification must (x) be countersigned by the applicable Retaining Party, the Retaining Sponsor (if different than the Retaining Party) and, except in the case of Certificates constituting the HRR Interest, the Depositor and (y) include with a medallion stamp guarantee of such Retaining Party, and (ii) a certification from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit L-6A (in the case of a transfer of Class VRR Certificates) or Exhibit L-6B (in the case of a transfer of Certificates constituting the HRR Interest), which such certification must (x) be countersigned by the applicable Retaining Party (if different than the transferor), the Retaining Sponsor (if different than the Retaining Party) and, except in the case of Certificates constituting the HRR Interest, the Depositor and (y) include with a medallion stamp guarantee of the such Retaining Party. Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.02(f), Section 5.03(a), Section 5.03(h), the following provisions of this Section 5.03(i), and Section 5.03(n), reflect such Risk Retention Certificate in the name of the prospective Transferee. In no event shall a Risk Retention Certificate be held as a Global Certificate during the RR Interest Transfer Restriction Period. In connection with each transfer of a Risk Retention Certificate after the Closing Date, the transferor of such Certificate shall pay to the Certificate Administrator a transfer fee of $5,000 (together with any other expenses related to such transfer (including fees charged by the Depository, if applicable)) and such fee and expenses must be received by the Certificate Administrator prior to the transfer date or the Certificate Administrator shall not be required to complete the requested transfer.

Transfers of Risk Retention Certificates. At all times during the RR VRR Interest Transfer Restriction Period, if a transfer of any Risk Retention Certificate is to be made (other than in connection with (1) the transfer to CREFI on the Closing Date, pursuant to the CREFI Mortgage Loan Purchase Agreement, of the Certificates constituting the VRR1 Interest, Interest and (2) the transfer to DBNY on the Closing Date, pursuant to the GACC Mortgage Loan Purchase Agreement, of the Certificates constituting the VRR3 Interest, and (3) the transfer to the Third Party Purchaser on the Closing Date of the Certificates constituting the HRR Interest), then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, the Certificate Registrar may conclusively rely upon) (i) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit L-5A (in the case of a transfer of Class VRR Certificates) or Exhibit L-5B (in the case of a transfer of Certificates constituting the HRR Interest)L-5A, which such certification must (x) be countersigned by the applicable Retaining Party, the Retaining Sponsor (if different than the Retaining Party) and, except in the case of Certificates constituting the HRR Interest, and the Depositor and (y) include a medallion stamp guarantee of such Retaining Party, and (ii) a certification from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit L-6A (in the case of a transfer of Class VRR Certificates) or Exhibit L-6B (in the case of a transfer of Certificates constituting the HRR Interest)L-6A, which such certification must (x) be countersigned by the applicable Retaining Party (if different than the transferor), the Retaining Sponsor (if different than the Retaining Party) and, except in the case of Certificates constituting the HRR Interest, and the Depositor and (y) include a medallion stamp guarantee of such Retaining Party. Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.02(f), Section 5.03(a), Section 5.03(h), the following provisions of this Section 5.03(i), and Section 5.03(n), reflect such Risk Retention Certificate in the name of the prospective Transferee. In no event shall a Risk Retention Certificate be held as a Global Certificate during the RR VRR Interest Transfer Restriction Period. In connection with each transfer of a Risk Retention Certificate after the Closing Date, the transferor of such Certificate shall pay to the Certificate Administrator a transfer fee of $5,000 (together with any other expenses related to such transfer (including fees charged by the Depository, if applicable)) and such fee and expenses must be received by the Certificate Administrator prior to the transfer date or the Certificate Administrator shall not be required to complete the requested transfer.

Transfers of Risk Retention Certificates. At all times during the RR Interest Transfer Restriction Period, if a transfer of any Risk Retention Certificate is to be made (other than in connection with (1) the transfer to CREFI on the Closing Date, pursuant to the CREFI Mortgage Loan Purchase Agreement, of the Certificates constituting the VRR1 Interest, Interest and (2) the transfer to DBNY on the Closing Date, pursuant to the GACC Mortgage Loan Purchase Agreement, of the Certificates constituting the VRR3 Interest, and (3) the transfer to the Third Party Purchaser on the Closing Date of the Certificates constituting the HRR Interest), then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, the Certificate Registrar may conclusively rely upon) (i) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit L-5A (in the case of a transfer of Class VRR Certificates) or Exhibit L-5B (in the case of a transfer of Certificates constituting the HRR Interest), which such certification must (x) be countersigned by the applicable Retaining Party, the Retaining Sponsor (if different than the Retaining Party) and, except in the case of Certificates constituting the HRR Interest, the Depositor and (y) include a medallion stamp guarantee of such Retaining Party, and (ii) a certification from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit L-6A (in the case of a transfer of Class VRR Certificates) or Exhibit L-6B (in the case of a transfer of Certificates constituting the HRR Interest), which such certification must (x) be countersigned by the applicable Retaining Party (if different than the transferor), the Retaining Sponsor (if different than the Retaining Party) and, except in the case of Certificates constituting the HRR Interest, the Depositor and (y) include a medallion stamp guarantee of such Retaining Party. Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.02(f), Section 5.03(a), Section 5.03(h), the following provisions of this Section 5.03(i), and Section 5.03(n), reflect such Risk Retention Certificate in the name of the prospective Transferee. In no event shall a Risk Retention Certificate be held as a Global Certificate during the RR Interest Transfer Restriction Period. In connection with each transfer of a Risk Retention Certificate after the Closing Date, the transferor of such Certificate shall pay to the Certificate Administrator a transfer fee of $5,000 (together with any other expenses related to such transfer (including fees charged by the Depository, if applicable)) and such fee and expenses must be received by the Certificate Administrator prior to the transfer date or the Certificate Administrator shall not be required to complete the requested transfer.

Transfers of Risk Retention Certificates. At all times during the RR VRR Interest Transfer Restriction Period, if a transfer of any Risk Retention Certificate is to be made (other than in connection with (1) the transfer to CREFI on the Closing Date, pursuant to the CREFI Mortgage Loan Purchase Agreement, of the Certificates constituting the VRR1 Interest, (2) the transfer to DBNY on the Closing Date, pursuant to the GACC Mortgage Loan Purchase Agreement, of the Certificates constituting the VRR3 VRR2 Interest, and (3) the transfer to the Third Party Purchaser JPMCB on the Closing Date Date, pursuant to the JPMCB Mortgage Loan Purchase Agreement, of the Certificates constituting the HRR VRR3 Interest), then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, the Certificate Registrar may conclusively rely upon) (i) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit L-5A (in the case of a transfer of Class VRR Certificates) or Exhibit L-5B (in the case of a transfer of Certificates constituting the HRR Interest)L-5, which such certification must (x) be countersigned by the applicable Retaining Party, the Retaining Sponsor (if different than the Retaining Party) and, except in the case of Certificates constituting the HRR Interest, and the Depositor and (y) include with a medallion stamp guarantee of such Retaining Party, and (ii) a certification from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit L-6A (in the case of a transfer of Class VRR Certificates) or Exhibit L-6B (in the case of a transfer of Certificates constituting the HRR Interest)L-6, which such certification must (x) be countersigned by the applicable Retaining Party (if different than the transferor), the Retaining Sponsor (if different than the Retaining Party) and, except in the case of Certificates constituting the HRR Interest, and the Depositor and (y) include with a medallion stamp guarantee of the such Retaining Party. Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.02(f), Section 5.03(a), Section 5.03(h), the following provisions of this Section 5.03(i), and Section 5.03(n), reflect such Risk Retention Certificate in the name of the prospective Transferee. In no event shall a Risk Retention Certificate be held as a Global Certificate during the RR VRR Interest Transfer Restriction Period. In connection with each transfer of a Risk Retention Certificate after the Closing Date, the transferor of such Certificate shall pay to the Certificate Administrator a transfer fee of $5,000 (together with any other expenses related to such transfer (including fees charged by the Depository, if applicable)) and such fee and expenses must be received by the Certificate Administrator prior to the transfer date or the Certificate Administrator shall not be required to complete the requested transfer.

Transfers of Risk Retention Certificates. At all times during the applicable RR Interest Transfer Restriction Period, if a transfer of any Risk Retention Certificate is to be made (other than in connection with (1) the transfer to CREFI transfers on the Closing Date, Date pursuant to the CREFI a Mortgage Loan Purchase Agreement, of the Class VRR Certificates constituting the VRR1 Interest, and (2) the transfer to DBNY on the Closing Date, pursuant to the GACC Mortgage Loan Purchase Agreement, of the Certificates constituting the VRR3 Interest, and (3) the transfer to the Third Party Purchaser on the Closing Date of the Certificates constituting the HRR Interest), then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, the Certificate Registrar may conclusively rely upon) (i) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit L-5A L-5B (in the case of a transfer of Class VRR Certificates) or Exhibit L-5B L-5C (in the case of a transfer of Certificates constituting the HRR Interest), which such certification must (x) be countersigned by the applicable Retaining Party, the Retaining Sponsor (if different than the Retaining Party) and, except in the case of a transfer of the Certificates constituting the HRR Interest, the Depositor and (y) include a medallion stamp guarantee of such the applicable Retaining Party, and (ii) a certification from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit L-6A L-6B (in the case of a transfer of Class VRR Certificates) or Exhibit L-6B L-6C (in the case of a transfer of Certificates constituting the HRR Interest), ) which such certification must (x) be countersigned by the applicable Retaining Party (if different than the transferor), the Retaining Sponsor (if different than the Retaining Party) and, except in the case of a transfer of the Certificates constituting the HRR Interest, the Depositor and (y) include a medallion stamp guarantee of such the applicable Retaining Party. Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.02(f), Section 5.03(a), Section 5.03(h), the following provisions of this Section 5.03(i), and Section 5.03(n), reflect such Risk Retention Certificate in the name of the prospective Transferee. In no event shall a Risk Retention Certificate be held as a Global Certificate during the applicable RR Interest Transfer Restriction Period. In connection with each transfer of a Risk Retention Certificate after the Closing Date, the transferor of such Certificate shall pay to the Certificate Administrator a transfer fee of $5,000 (together with any other expenses related to such transfer (including fees charged by the Depository, if applicable)) and such fee and expenses must be received by the Certificate Administrator prior to the transfer date or the Certificate Administrator shall not be required to complete the requested transfer.

Transfers of Risk Retention Certificates. At all times during the applicable RR Interest Transfer Restriction Period, if a transfer of any Risk Retention Certificate is to be made (other than in connection with with: (1) the transfer to CREFI transfers on the Closing Date, pursuant to the CREFI a Mortgage Loan Purchase Agreement, of the Class VRR Certificates constituting the VRR1 Interest, and (2) the transfer to DBNY on the Closing Date, pursuant to the GACC Mortgage Loan Purchase Agreement, of the Certificates constituting the VRR3 Interest, and (3) the transfer to the Third Party Purchaser on the Closing Date of the Certificates constituting the HRR Interest), then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, the Certificate Registrar may conclusively rely upon) (i) a certification from such Certificateholder’s the prospective Transferee of the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit L-5A L-5B (in the case of a transfer of Class VRR Certificates) or Exhibit L-5B L-5C (in the case of a transfer of Certificates constituting the HRR Interest), which such certification must (x) be countersigned by the applicable Retaining Party, the Retaining Sponsor (if different than the applicable Retaining Party) and, except in the case of a transfer of the Certificates constituting the HRR Interest, the Depositor Depositor, and (y) include a medallion stamp guarantee of such the applicable Retaining Party, and (ii) a certification from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit L-6A L-6B (in the case of a transfer of Class VRR Certificates) or Exhibit L-6B L-6C (in the case of a transfer of Certificates constituting the HRR Interest), which such certification must (x) be countersigned by the applicable Retaining Party (if different than the transferor), the Retaining Sponsor (if different than the applicable Retaining Party) and, except in the case of a transfer of the Certificates constituting the HRR Interest, the Depositor Depositor, and (y) include a medallion stamp guarantee of such the applicable Retaining Party, (iii) an Internal Revenue Service Form W-9 completed by the prospective Transferee, and (iv) wire instructions and contact information of the prospective Transferee. Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.02(f), Section 5.03(a), Section 5.03(h), the following provisions of this Section 5.03(i), and Section 5.03(n), reflect such Risk Retention Certificate in the name of the prospective Transferee. In no event shall a Risk Retention Certificate be held as a Global Certificate during the applicable RR Interest Transfer Restriction Period. In connection with each transfer of a Risk Retention Certificate after the Closing Date, the transferor of such Certificate shall pay to the Certificate Administrator a transfer fee of $5,000 (together with any other expenses related to such transfer (including fees charged by the Depository, if applicable)) and such fee and expenses must be received by the Certificate Administrator prior to the transfer date or the Certificate Administrator shall not be required to complete the requested transfer.