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

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each 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 three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ServicersServicer, the Special Servicers Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this AgreementThe Certificate Registrar shall keep or cause to be kept, there shall be maintained at the office of the Certificate Registrar or agency maintained pursuant to Section 4.08, a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee shall be the initial “Certificate Administrator is hereby initially appointed Registrar.” Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.08, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and hereby agrees deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to act in accordance with be exchanged at the terms hereof) as office or agency maintained pursuant to Section 4.08. Every Certificate Registrar presented or surrendered for the purpose registration of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, transfer or exchange shall be accompanied by a written instrument delivered to of transfer in the Trusteeform of Transferor Certificate set forth as Exhibit D hereto, duly executed by the DepositorCertificateholder or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Certificates, but the Master Servicers, Owner Trustee or the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescriberequire payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The preceding provisions of this Section 4.04 notwithstanding, provided that the predecessor Certificate Registrar shall not be relieved register transfers or exchanges of any Certificates for a period of its duties or responsibilities hereunder by reason of such appointmentfifteen (15) days preceding the Payment Date with respect to the Certificates. If Notwithstanding anything contained herein to the Certificate Administrator resigns or is removed in accordance with the terms hereofcontrary, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each 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 neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the information Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth in as Exhibit C hereto and shall promptly notify the Certificate Register. If three or more Holders make written request to party delivering the Certificate Registrar, and same if such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate RegistrarInvestment Letter does not so conform.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there The Trustee shall cause to be maintained kept at the office one of the Certificate Registrar offices or agencies to be appointed by the Trustee in accordance with the provisions of Section 8.02 a Certificate Register for the Certificates and the Uncertificated Interest in which, subject to such reasonable regulations as the Certificate Registrar it may prescribe, the Certificate Registrar Trustee shall provide for the registration of Certificates and the Uncertificated Interest and of transfers and exchanges of Certificates and the Uncertificated Interest as herein provided. All Certificates shall be surrendered at the designated office of the Certificate Registrar. As of the Closing Date, the Certificate Registrar designates the offices located at DB Services Tennessee, 000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, Attention: Transfer Unit, for such purposes. The Certificate Administrator is hereby Trustee will initially appointed (and hereby agrees to act in accordance with the terms hereof) serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the DepositorSeller, the Master Servicers, Servicer and the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate AdministratorDepositor, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator Trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is at any time not be the Certificate Registrar), the Master Servicers Trustee shall have and the Special Servicers shall each have maintain 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 three or more Holders make written request to the The Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with Register in respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose Uncertificated Interest shall contain a statement that transfers of the Uncertificated Interest to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrara Disqualified Organization are prohibited as provided in this Agreement.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there The Trustee shall cause to be maintained kept at the office of the Certificate Registrar its Corporate Trust Office a Certificate 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby Trustee will initially appointed (and hereby agrees to act in accordance with the terms hereof) serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Subject to Section 5.05, upon surrender for registration of transfer of any Certificate at the Corporate Trust Office of the Trustee or at any other office or agency of the Trustee maintained for such purpose, the Trustee shall execute and the Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same Class of a like aggregate Percentage Interest. At the option of the Certificateholders, each Certificate may appointbe exchanged for other Certificates of the same Class with the same and authorized denominations and a like aggregate Percentage Interest, upon surrender of such Certificate to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute and cause the Certificate Registrar to authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Trustee) be duly endorsed by, or be accompanied by a written instrument delivered of transfer in the form satisfactory to the TrusteeTrustee duly executed by, the DepositorHolder thereof or his attorney duly authorized in writing. No service charge to the Certificateholders shall be made for any transfer or exchange of Certificates, but the Master Servicers, 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 Certificates. All Certificates surrendered for transfer and exchange shall be destroyed by the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, Trustee will cause the Certificate Administrator Registrar (if it unless the Trustee is not acting as Certificate Registrar) to provide notice to the Trustee of each transfer of a Certificate, and the Certificate Registrar), Registrar will provide the Master Servicers and the Special Servicers shall each have the right to inspect Trustee with an updated copy of the Certificate Register or to obtain a copy thereof at all reasonable times, on January 1 and to rely conclusively upon a certificate July 1 of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrareach year.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there The Owner Trustee shall cause to be maintained kept at the office of or agency to be maintained pursuant to Section 3.8 by a certificate registrar (the "Certificate Registrar Registrar"), a register (the "Certificate Register Register") in which, subject to such reasonable regulations as the Certificate Registrar it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Chase shall be the initial Certificate Registrar. In the event that, subsequent to the date of issuance of the Certificates, Chase notifies the Owner Trustee that it is unable to act as the Certificate Registrar, the Owner Trustee shall act, or the Owner Trustee shall, with the consent of the Depositor, appoint another bank or trust company, having an office or agency located in The Certificate Administrator is hereby initially appointed (City of New York and hereby which agrees to act in accordance with the terms hereof) provisions of this Agreement applicable to it, to act, as successor Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein providedunder this Agreement. The Owner Trustee may revoke such appointment and remove Chase as the Certificate Registrar may appoint, by a if the Owner Trustee determines in its sole discretion that Chase failed to perform its obligations under this Agreement in any material respect. Chase shall be permitted to resign as the Certificate Registrar upon 30 days' written instrument delivered notice to the Owner Trustee, the Depositor and the Issuer; provided, however, that such resignation shall not be effective and Chase shall continue to perform its duties as the Certificate Registrar until the Owner Trustee has appointed a successor Certificate Registrar with the consent of the Depositor. An institution succeeding to the corporate agency business of the Certificate Registrar shall continue to be the Certificate Registrar without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Certificate Registrar. Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Master ServicersOwner Trustee shall execute, the Special Servicers authenticate and (if the Certificate Administrator Registrar is not different than the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Owner Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each 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 three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford deliver (or shall cause Chase as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like class and aggregate face amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificate is surrendered for exchange, the Owner Trustee shall execute, authenticate and (if the Certificate Registrar is different than the Owner Trustee, then the Certificate Registrar shall) deliver the Certificates which the Certificateholder making the exchange is entitled to afford) the requesting Holders access during normal business hours receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the most recent list of Certificateholders held Owner Trustee and the Certificate Registrar duly executed by the Holder, which signature on such assignment must be guaranteed by a member of the New York Stock Exchange or a commercial bank or trust company. Each Certificate Registrarsurrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master Servicers, the Special Servicers Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the each Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The For so long as the Trustee acts as Certificate Registrar, its Corporate Trust Office shall constitute the office of the Certificate Registrar maintained for such purposes. The Trustee may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ServicersServicer, the Special Servicers Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the TrusteeMaster Servicer, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers Special Servicer and the Special Servicers REMIC Administrator shall each 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. Upon request, the Trustee shall promptly inform, or cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. If three or more Holders make written request Certificateholders (hereinafter referred to as "applicants") apply in writing to the Certificate RegistrarTrustee, and such request application states that such Holders the applicants desire to communicate with other Holders Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders applicants propose to transmit, then the Certificate Registrar Trustee shall, within thirty (30) days five Business Days after the receipt of such requestapplication, afford (or cause any other Certificate Registrar to afford) the requesting Holders such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate RegistrarRegistrar and such a list is as of a date more than 90 days prior to the date of receipt of such applicants' request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived.

Registration of Transfer and Exchange of Certificates. (a) 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 (located as of the Closing Date at the Corporate Trust Office), shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the Depositor, Special Servicer and the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate AdministratorServicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, ; provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator Trustee (if it is not no longer the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make Upon written request to the Certificate Registrar, and such request states that such Holders desire to communicate of any Certificateholder made for purposes of communicating with other Holders Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmitAgreement, then the Certificate Registrar shall, within thirty (30) days after the receipt of shall promptly furnish such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent Certificateholder with a list of the other Certificateholders held by of record identified in the Certificate RegistrarRegister at the time of the request.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the each Master Servicers Servicer and the each Special Servicers Servicer shall each 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 three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there The Trustee shall cause to be maintained kept at the office of the Certificate Registrar its Corporate Trust Office a Certificate 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby Trustee will initially appointed (and hereby agrees to act in accordance with the terms hereof) serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, If a Person other than the Trustee is appointed by a written instrument delivered to the Trustee, the Depositor, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties Trustee as Certificate Registrar. The Depositor, such Person will give the TrusteeTrustee prompt written notice of the location, and any change in the location, of the Certificate Administrator (if it is not the Certificate Registrar)Register, the Master Servicers and the Special Servicers Trustee shall each have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable timestimes and to obtain copies thereof, and the Trustee shall have the right to rely conclusively upon a certificate executed on behalf of the Certificate Registrar by an Officer thereof as to the information set forth in names and addresses of the Certificate Register. If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under of the Certificates and the principal amounts and numbers of such Certificates. Subject to Section 5.05 below, upon surrender for registration of transfer of any Certificate at the Corporate Trust Office of the Trustee or at any other office or agency of the Trustee maintained for such purpose, the Trustee shall execute and the Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same Class of a like aggregate Percentage Interest. At the option of the Certificateholders, each Certificate may be exchanged for other Certificates of the same Class with the same and authorized denominations and a like aggregate Percentage Interest, upon surrender of such Certificate to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute and cause the Certificate Registrar to authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Trustee) be duly endorsed by, or be accompanied by a copy written instrument of transfer in the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours form satisfactory to the most recent list Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing. No service charge to the Certificateholders shall be made for any transfer or exchange of Certificateholders held Certificates, 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 Certificates. All Certificates surrendered for transfer and exchange shall be destroyed by the Certificate Registrar. The Trustee will (or will cause the Certificate Registrar to) provide notice to the Trustee of each transfer of a Certificate, and will provide the Trustee and Servicer with an updated copy of the Certificate Register on January 1 and July 1 of each year (or at such other time as the Servicer may request).

Registration of Transfer and Exchange of Certificates. (a) 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 (located as of the Closing Date at Wells Fargo Center, Sixth and Marquette, Minneapolis, Minnesota 55479-0000) may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar Trustee may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ServicersServicer, the Special Servicers Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the TrusteeMaster Servicer, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers Special Servicer and the Special Servicers REMIC Administrator shall each 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. Upon request, the Trustee shall promptly inform, or cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. If three or Certificateholders representing more Holders make written request than 25% of any Class of Certificates (hereinafter referred to as "applicants") apply in writing to the Certificate RegistrarTrustee, and such request application states that such Holders the applicants desire to communicate with other Holders Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which that such Holders applicants propose to transmit, then the Certificate Registrar Trustee shall, within thirty (30) days five Business Days after the receipt of such requestapplication, afford (or cause any other Certificate Registrar to afford) the requesting Holders such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate RegistrarRegistrar and such a list is as of a date more than 90 days prior to the date of receipt of such applicants' request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of a registrar (the "Certificate Registrar Registrar") a register (the "Certificate Register Register") in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. For so long as the Trustee acts as Certificate Registrar, its Corporate Trust Office shall constitute the offices of the Certificate Registrar maintained for such purposes. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company in New York to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers Depositor and the Special Servicers Trustee shall each 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 three or more Holders make written request to Every Certificateholder agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under nor the Certificates and is accompanied Trustee shall be held accountable by a copy reason of the communication disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrarinformation was derived.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there The Certificate Registrar shall cause to be maintained kept at the office of the Certificate Registrar Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby Trustee shall initially appointed (and hereby agrees to act in accordance with the terms hereof) serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph and, in the case of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trustee on behalf of the Trust shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may appointbe exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute on behalf of the Trust and authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument delivered of transfer satisfactory to the Trustee, the Depositor, the Master Servicers, the Special Servicers Trustee and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each 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 duly executed by, the information set forth Holder thereof or his attorney duly authorized in the Certificate Registerwriting. If three or more Holders make written request to the Certificate RegistrarIn addition, and such request states that such Holders desire to communicate with other Holders (i) with respect to their rights under this Agreement or under each Class R Certificate, the Certificates holder thereof may exchange, in the manner described above, such Class R Certificate for three separate certificates, each representing such holder's respective Percentage Interest in the Class R-1 Interest, the Class R-2 Interest and is accompanied by a copy of the communication which such Holders propose to transmitClass R-3 Interest, then the Certificate Registrar shallrespectively, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held in each case that was evidenced by the Class R Certificate Registrarbeing exchanged and (ii) with respect to each Class R-X Certificate, the holder thereof may exchange, in the manner described above, such Class R-X Certificate for two separate certificates, each representing such holder's respective Percentage Interest in the Class R-4 Interest and the Class R-5 Interest, respectively, in each case that was evidenced by the Class R-X Certificate being exchanged.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there The Trustee shall cause to be maintained kept at the office of Corporate Trust Office a register (the “Certificate Registrar a Certificate Register 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 Certificates and of transfers and exchanges of the Registered Certificates as herein provided. The Certificate Administrator Transfer Agent and Registrar shall initially be the Trustee and any co-transfer agent and co-registrar chosen by the Transferors and acceptable to the Trustee, including, if and so long as any Series or Class is hereby initially appointed (listed on the Luxembourg Stock Exchange and hereby agrees such exchange shall so require, a co-transfer agent and co-registrar in Luxembourg. Any reference in this Agreement to act in accordance the Transfer Agent and Registrar shall include any co-transfer agent and registrar unless the context requires otherwise. The Transferors may revoke such appointment and remove any Transfer Agent and Registrar if the Transferors, after consultation with the terms hereofTrustee, determine in their 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 Transferors, 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 Transferors have appointed a successor Transfer Agent and Registrar reasonably acceptable to the Trustee. Subject to subsection 6.04(c) below, upon surrender for registration of transfer or exchange of any Registered Certificate at any office or agency of the Transfer Agent and Registrar maintained for such purpose, one or more new Registered Certificates (of the same Series and Class) in authorized denominations of like aggregate fractional undivided interests in the Certificateholders’ Interest shall be executed, authenticated and delivered, in the name of the designated transferee or transferees. At the option of a Registered Certificateholder, subject to subsection 6.04(c) below, Registered Certificates (of the same Series and Class) may be exchanged for other Registered Certificates of authorized denominations of like aggregate fractional undivided interests in the Certificateholders’ Interest, upon surrender of the Registered Certificates to be exchanged at any such office or agency; Registered Certificates, including Registered Certificates received in exchange for Bearer Certificates, may not be exchanged for Bearer Certificates. At the option of the Holder of a Bearer Certificate, subject to applicable laws and regulations, Bearer Certificates may be exchanged for other Bearer Certificates or Registered Certificates (of the same Series and Class) of authorized denominations of like aggregate fractional undivided interests in the Certificateholders’ Interest, upon surrender of the Bearer Certificates to be exchanged at an office or agency of the Transfer Agent and Registrar located outside the United States. Each Bearer Certificate surrendered pursuant to this Section shall have attached thereto all unmatured Coupons; provided that any Bearer Certificate, so surrendered after the close of business on the Record Date preceding the relevant payment date or distribution date after the expected final payment date need not have attached the Coupon relating to such payment date or distribution date (in each case, as Certificate Registrar for specified in the purpose of registering Certificates and transfers and exchanges of Certificates as herein providedapplicable Supplement). The preceding provisions of this Section notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case may be, shall not be required to register the transfer of or exchange any Certificate for a period of 15 days preceding the due date for any payment with respect to the Certificate. Whenever any Investor Certificates are so surrendered for exchange, the Transferors shall execute, the Trustee shall authenticate and the Transfer Agent and Registrar may appointshall deliver (in the case of Bearer Certificates, outside the United States) the Investor Certificates which the Investor Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument delivered of transfer in a form satisfactory to the Trustee or the Transfer Agent and Registrar duly executed by the Investor Certificateholder or the attorney-in-fact thereof duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Investor Certificates, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any such transfer or exchange. All Investor Certificates (together with any Coupons) surrendered for registration of transfer and exchange or for payment shall be canceled and disposed of in a manner satisfactory to the Trustee. The Trustee shall cancel and destroy any Global Certificate upon its exchange in full for Definitive Euro-Certificates and shall deliver a certificate of destruction to the Transferors. Such certificate shall also state that a certificate or certificates of a Foreign Clearing Agency to the effect referred to in Section 6.13 was received with respect to each portion of the Global Certificate exchanged for Definitive Euro-Certificates. The Transferors shall execute and deliver to the Trustee Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement, each Supplement and the Depositor, Certificates. The interest of any Investor Certificateholder in the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar Trust shall not be relieved transferable other than through the transfer of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable timesan Investor Certificate, and to rely conclusively upon except as provided in this Article VI, a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three shall not be transferable or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrardivisible.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ServicersServicer, the Special Servicers Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively 329 upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there The Trustee shall be maintained at the office of the Certificate Registrar maintain a Certificate 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 Certificates and of transfers and exchanges of Certificates as herein provided. The No transfer, sale, pledge or other disposition of a Class B or a Class R Certificate Administrator shall be made unless such transfer, sale, pledge or other disposition is hereby initially appointed exempt from the registration requirements of the Securities Act of 1933, as amended (the "Act"), and hereby agrees to act any applicable state securities laws or is made in accordance with said Act and laws. In the terms hereofevent that a transfer of a Class B or Class R Certificate is to be made (i) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar Depositor may appoint, by direct the Trustee to require a written instrument delivered Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Depositor that such transfer shall be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee, the Depositor or the Master Servicer, provided that such Opinion of Counsel will not be required in connection with the initial transfer of any such Certificate by the Depositor or any affiliate thereof, to a non-affiliate of the Depositor and (ii) the Trustee shall require the transferee to execute a representation letter, substantially in the form of Exhibit G-1 hereto, and the Trustee shall require the transferor to execute a representation letter, substantially in the form of Exhibit G-2 hereto, each acceptable to and in form and substance satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which representation letters shall not be an expense of the Trustee, the Depositor or the Master Servicer. Any such Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such applicable federal and state laws. The Trustee shall require a written Opinion of Counsel from a prospective transferee prior to the transfer of any Class B or Class R Certificate to any employee benefit plan or other retirement arrangement, including individual retirement accounts and Keogh plans, that is subject to Section 406 of the Employee Retirement Xxxxme Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code (any of the foregoing, a "Plan"), to a trustee or other Person acting on behalf of any Plan, or to any other person who is using "plan assets" of any Plan to effect such acquisition (including any insurance company using funds in its general or separate accounts that may constitute "plan assets"). Such Opinion of Counsel must establish to the satisfaction of the Depositor and the Trustee or the Certificate Registrar that such disposition will not violate the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code. Neither the Depositor, the Master ServicersServicer nor the Trustee will be required to obtain such Opinion of Counsel on behalf of any prospective transferee. In the case of any transfer of the foregoing Certificates to an insurance company, in lieu of such Opinion of Counsel, the Special Servicers and (if Trustee shall require a certification in the Certificate Administrator is form of Exhibit G-5 hereto substantially to the effect that all funds used by such transferee to purchase such Certificates will be funds held by it in its general account which it reasonably believes do not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved constitute "plan assets" of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties Plan (as Certificate Registrardefined above). The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each 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 permission of any transfer in violation of the Certificate Registrar as to the information restriction on transfer set forth in the Certificate Register. If three this paragraph shall not constitute a default or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy an Event of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate RegistrarDefault.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there The Trustee shall be maintained at the office of the Certificate Registrar maintain a Certificate 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 Certificates and of transfers and exchanges of Certificates as herein provided. The No transfer, sale, pledge or other disposition of a Class B or a Class R Certificate Administrator shall be made unless such transfer, sale, pledge or other disposition is hereby initially appointed exempt from the registration requirements of the Securities Act of 1933, as amended (the "Act"), and hereby agrees to act any applicable state securities laws or is made in accordance with said Act and laws. In the terms hereofevent that a transfer of a Class B or Class R Certificate is to be made (i) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar Depositor may appoint, by direct the Trustee to require a written instrument delivered Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Depositor that such transfer shall be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee, the Depositor or the Master Servicer, provided that such Opinion of Counsel will not be required in connection with the initial transfer of any such Certificate by the Depositor or any affiliate thereof, to a non-affiliate of the Depositor and (ii) the Trustee shall require the transferee to execute a representation letter, substantially in the form of Exhibit G-1 hereto, and the Trustee shall require the transferor to execute a representation letter, substantially in the form of Exhibit G-2 hereto, each acceptable to and in form and substance satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which representation letters shall not be an expense of the Trustee, the Depositor or the Master Servicer. Any such Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such applicable federal and state laws. The Trustee shall require a written Opinion of Counsel from a prospective transferee prior to the transfer of any Class B or Class R Certificate to any employee benefit plan or other retirement arrangement, including individual retirement accounts and Xxxxx plans, that is subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code (any of the foregoing, a "Plan"), to a trustee or other Person acting on behalf of any Plan, or to any other person who is using "plan assets" of any Plan to effect such acquisition (including any insurance company using funds in its general or separate accounts that may constitute "plan assets"). Such Opinion of Counsel must establish to the satisfaction of the Depositor and the Trustee or the Certificate Registrar that such disposition will not violate the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code. Neither the Depositor, the Master ServicersServicer nor the Trustee will be required to obtain such Opinion of Counsel on behalf of any prospective transferee. In the case of any transfer of the foregoing Certificates to an insurance company, in lieu of such Opinion of Counsel, the Special Servicers and (if Trustee shall require a certification in the Certificate Administrator is form of Exhibit G-5 hereto substantially to the effect that all funds used by such transferee to purchase such Certificates will be funds held by it in its general account which it reasonably believes do not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved constitute "plan assets" of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties Plan (as Certificate Registrardefined above). The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each 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 permission of any transfer in violation of the Certificate Registrar as to the information restriction on transfer set forth in the Certificate Register. If three this paragraph shall not constitute a default or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy an Event of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate RegistrarDefault.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there The Certificate Registrar shall cause to be maintained kept at the office of the Certificate Registrar Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby Trustee shall initially appointed (and hereby agrees to act in accordance with the terms hereof) serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Upon surrender for registration of transfer of any Certificate Registrar at the Trustee’s offices located at 600 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx 00000, Attention: Transfer Department, at the offices of the Trustee’s agent located at DB Services Tennessee, 600 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000 or at such other office designated by the Trustee for such purposes and, in the case of a Class R Certificate, upon satisfaction of the conditions set forth below, the Trustee on behalf of the Trust shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may appointbe exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute on behalf of the Trust and authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument delivered of transfer satisfactory to the Trustee, the Depositor, the Master Servicers, the Special Servicers Trustee and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each 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 duly executed by, the information set forth Holder thereof or his attorney duly authorized in the Certificate Registerwriting. If three or more Holders make written request to the Certificate RegistrarIn addition, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under each Class R Certificate, the Certificates holder thereof may exchange, in the manner described above, such Class R Certificate for two separate certificates, each representing such holder’s respective Percentage Interest in the Class R-1 Interest and is accompanied by a copy of the communication which such Holders propose to transmitClass R-2 Interest, then the Certificate Registrar shallrespectively, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held in each case that was evidenced by the Class R Certificate Registrarbeing exchanged.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there The Owner Trustee shall cause to be maintained kept at the office of or agency to be maintained pursuant to Section 3.8 by a certificate registrar (the "Certificate Registrar Registrar"), a register (the "Certificate Register Register") in which, subject to such reasonable regulations as the Certificate Registrar it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. JPMorgan Chase Bank shall be the initial Certificate Registrar. In the event that, subsequent to the date of issuance of the Certificates, JPMorgan Chase Bank notifies the Owner Trustee that it is unable to act as the Certificate Registrar, the Owner Trustee shall act, or the Owner Trustee shall, with the consent of the Depositor, appoint another bank or trust company, having an office or agency located in The Certificate Administrator is hereby initially appointed (City of New York and hereby which agrees to act in accordance with the terms hereof) provisions of this Agreement applicable to it, to act, as successor Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein providedunder this Agreement. The Owner Trustee may revoke such appointment and remove JPMorgan Chase Bank as the Certificate Registrar may appoint, by a if the Owner Trustee determines in its sole discretion that JPMorgan Chase Bank failed to perform its obligations under this Agreement in any material respect. JPMorgan Chase Bank shall be permitted to resign as the Certificate Registrar upon 30 days' written instrument delivered notice to the Owner Trustee, the Depositor and the Issuer; provided, however, that such resignation shall not be effective and JPMorgan Chase Bank shall continue to perform its duties as the Certificate Registrar until the Owner Trustee has appointed a successor Certificate Registrar with the consent of the Depositor. An institution succeeding to the corporate agency business of the Certificate Registrar shall continue to be the Certificate Registrar without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Certificate Registrar. Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Master ServicersOwner Trustee shall execute, the Special Servicers authenticate and (if the Certificate Administrator Registrar is not different than the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Owner Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each 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 three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford deliver (or shall cause JPMorgan Chase Bank as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like class and aggregate face amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificate is surrendered for exchange, the Owner Trustee shall execute, authenticate and (if the Certificate Registrar is different than the Owner Trustee, then the Certificate Registrar shall) deliver the Certificates which the Certificateholder making the exchange is entitled to afford) the requesting Holders access during normal business hours receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the most recent list of Certificateholders held Owner Trustee and the Certificate Registrar duly executed by the Holder, which signature on such assignment must be guaranteed by a member of the New York Stock Exchange or a commercial bank or trust company. Each Certificate Registrarsurrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there The Trustee shall cause to be maintained kept at the office or agency to be maintained by a transfer agent and registrar (the “Transfer Agent and Registrar”), in accordance with the provisions of Section 11.16, a register (the “Certificate Registrar a Certificate Register 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 Certificates of each Series (unless otherwise provided in the related Supplement) and of transfers and exchanges of the Investor Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (Transfer Agent and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose purposes of registering the Investor Certificates and transfers and exchanges of the Investor Certificates as herein provided. If any form of Investor Certificate is issued as a Global Certificate, the Trustee may, or if and so long as any Series of Investor Certificates are listed on the Luxembourg Stock Exchange and such exchange shall so require, the Trustee shall appoint a co-transfer agent and co-registrar in Luxembourg or another European city. The costs, expenses and fees associated with any such co-transfer agent and co-registrar shall be paid by the Transferor. 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 Trustee shall appoint a successor Transfer Agent and Registrar. Upon surrender for registration of transfer of any Certificate at any office or agency of the Transfer Agent and Registrar, the Transferor shall execute, subject to the provisions of subsection 6.03(c), and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of like aggregate Undivided Interests; provided, that the provisions of this paragraph shall not apply to Bearer Certificates. At the option of an Investor Certificateholder, Investor Certificates may be exchanged for other Investor Certificates of the same Series in authorized denominations of like aggregate Undivided Interests, upon surrender of the Investor Certificates to be exchanged at any such office or agency. At the option of any Holder of Registered Certificates, Registered Certificates may be exchanged for other Registered Certificates of the same Series in authorized denominations of like aggregate Undivided Interests in the Trust, upon surrender of the Registered Certificates to be exchanged at any office or agency of the Transfer Agent and Registrar maintained for such purpose. At the option of a Bearer Certificateholder, subject to applicable laws and regulations (including without limitation, the Bearer Rules), Bearer Certificates may appointbe exchanged for other Bearer Certificates or Registered Certificates of the same Series in authorized denominations of like aggregate Undivided Interests in the Trust, in the manner specified in the Supplement for such Series, upon surrender of the Bearer Certificates to be exchanged at an office or agency of the Transfer Agent and Registrar located outside the United States. Each Bearer Certificate surrendered pursuant to this Section 6.03 shall have attached thereto (or be accompanied by) all unmatured Coupons, provided that any Bearer Certificate so surrendered after the close of business on the Record Date preceding the relevant Distribution Date after the related Series Termination Date need not have attached the Coupons relating to such Distribution Date. Whenever any Investor Certificates of any Series are so surrendered for exchange, the Transferor shall execute, and the Trustee shall authenticate and (unless the Transfer Agent and Registrar is different than the Trustee, in which case the Transfer Agent and Registrar shall) deliver, the Investor Certificates of such Series which the Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument delivered of transfer in a form satisfactory to the Trustee and the Transfer Agent and Registrar duly executed by the Certificateholder thereof or his attorney-in-fact duly authorized in writing. The preceding provisions of this Section 6.03 notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case may be, shall not be required to register the transfer of or exchange any Investor Certificate of any Series for a period of 15 days preceding the due date for any payment with respect to the Investor Certificates of such Series. Unless otherwise provided in the related Supplement, no service charge shall be made for any registration of transfer or exchange of Certificates, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Investor Certificates (together with any Coupons attached to Bearer Certificates) surrendered for registration of transfer and exchange shall be canceled by the Transfer Agent and Registrar and disposed of in a manner satisfactory to the Trustee, . The Trustee shall cancel and destroy the Depositor, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of Global Certificates upon its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed exchange in full for Definitive Certificates in accordance with the terms hereof, the successor certificate administrator Trustee’s normal procedures and shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon deliver a certificate of the Certificate Registrar as destruction to the information set forth in the Certificate RegisterTransferor. If three Such certificate shall also state that a certificate or more Holders make written request certificates of each Foreign Clearing Agency to the Certificate Registrar, and such request states that such Holders desire effect referred to communicate with other Holders in Section 6.13 was received with respect to their rights each portion of the Global Certificate exchanged for Definitive Certificates. The Transferor shall execute and deliver to the Trustee or the Transfer Agent and Registrar, as applicable, Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement or under and the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate RegistrarCertificates.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there The Trustee shall cause to be maintained kept at the office or agency to be maintained by a transfer agent and registrar (the "Transfer Agent and ------------------ Registrar"), in accordance with the provisions of Section 11.16, a register (the ------------- "Certificate Registrar a Certificate Register 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 Certificates of each Series (unless otherwise provided in the related Supplement) and of transfers and exchanges of the Investor Certificates as herein provided. The Certificate Administrator Bankers Trust Company is hereby initially appointed (Transfer Agent and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose purposes of registering the Investor Certificates and transfers and exchanges of the Investor Certificates as herein provided. In the event that Bankers Trust Company shall no longer be the Transfer Agent and Registrar, the Trustee shall appoint a successor Transfer Agent and Registrar reasonably acceptable to the Seller and the Servicer. The Trustee may revoke such appointment and remove Bankers Trust Company as Transfer Agent and Registrar if the Trustee determines in its sole discretion that Bankers Trust Company failed to perform its obligations under this Agreement in any material respect. Bankers Trust Company shall be permitted to resign as Transfer Agent and Registrar upon 30 days' written notice to the Seller and the Servicer; provided, however, that such resignation shall not be -------- ------- effective and Bankers Trust Company shall continue to perform its duties as Transfer Agent and Registrar until the Trustee has appointed a successor Transfer Agent and Registrar reasonably acceptable to the Seller and the Servicer. Upon surrender for registration of transfer of any Certificate at any office or agency of the Transfer Agent and Registrar, the Seller shall execute subject to the provisions of subsection 6.3(d), and the Trustee shall ----------------- authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of like aggregate fractional Undivided Interests; provided, however, that the provisions -------- ------- of this paragraph shall not apply to Bearer Certificates. At the option of an Investor Certificateholder, Investor Certificates may be exchanged for other Investor Certificates of the same Series in authorized denominations of like aggregate fractional Undivided Interests, upon surrender of the Investor Certificates to be exchanged at any such office or agency. At the option of any Registered Certificateholder, Registered Certificates may be exchanged for other Registered Certificates of the same Series in authorized denominations of like aggregate Undivided Interests in the Trust, upon surrender of the Registered Certificates to be exchanged at any office or agency of the Transfer Agent and Register maintained for such purpose. At the option of a Bearer Certificateholder, subject to applicable laws and regulations, Bearer Certificates may be exchanged for other Bearer Certificates or Registered Certificates of the same Series in authorized denominations of like aggregate Undivided Interests in the Trust, in the manner specified in the Supplement for such Series upon surrender of the Bearer Certificates to be exchanged at an office or agency of the Transfer Agent and Registrar located outside the United States. Each Bearer Certificate surrendered pursuant to this Section 6.3 shall ----------- have attached thereto (or be accompanied by) all unmatured coupons, provided that any Bearer Certificate so surrendered after the close of business on the Record Date preceding the relevant Distribution Date after the related Series Termination Date need not have attached the Coupons related to such Distribution Date. The preceding provisions of this Section 6.3 notwithstanding, the Trustee ----------- or the Transfer Agent and Registrar, as the case may appointbe, shall not be required to register the transfer of or exchange any Investor Certificate of any Series for a period of 15 days preceding the due date for any payment with respect to the Investor Certificate of such Series. Whenever any Investor Certificates of any Series are so surrendered for exchange, the Seller shall execute, and the Trustee shall authenticate and (unless the Transfer Agent and Registrar is different than the Trustee, in which case the Transfer Agent and Registrar shall) deliver, the Investor Certificates of such Series which the Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument delivered of transfer in a form satisfactory to the TrusteeTrustee and the Transfer Agent and Registrar duly executed by the Certificateholder thereof or his attorney-in-fact duly authorized in writing. Unless otherwise provided in the related Supplement, no service charge shall be made for any registration of transfer or exchange of Investor Certificates, but the Depositor, the Master Servicers, the Special Servicers Transfer Agent and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided 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 Investor Certificates. All Investor Certificates (together with any Coupons attached to Bearer Certificates) surrendered for registration of transfer or exchange shall be cancelled by the predecessor Certificate Transfer Agent and Registrar shall not be relieved and disposed of any of its duties or responsibilities hereunder by reason of such appointment. If in the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate RegistrarTrustee's normal and customary manner. The Depositor, Trustee shall cancel and destroy the Trustee, the Global Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers upon its exchange in full for Definitive Certificates and the Special Servicers shall each have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon deliver a certificate of the Certificate Registrar as destruction to the information set forth in the Certificate RegisterSeller. If three Such certificates shall also state that a certificate or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders certificates of each Foreign Clearing Agency was received with respect to their rights each portion of the Global Certificate exchanged for Definitive Certificates. The Seller shall execute and deliver to the Trustee or the Transfer Agent and Registrar as applicable, Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement or under and the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate RegistrarCertificates.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates 327 and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ServicersServicer, the Special Servicers Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there The Certificate Registrar shall cause to be maintained kept at the office of the Certificate Registrar Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby Trustee shall initially appointed (and hereby agrees to act in accordance with the terms hereof) serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph which office shall initially be the offices designated by the Trustee and, in the case of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trustee on behalf of the Trust shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may appointbe exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute on behalf of the Trust and authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument delivered of transfer satisfactory to the Trustee, the Depositor, the Master Servicers, the Special Servicers Trustee and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each 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 duly executed by, the information set forth Holder thereof or his attorney duly authorized in the Certificate Registerwriting. If three or more Holders make written request to the Certificate RegistrarIn addition, and such request states that such Holders desire to communicate with other Holders (i) with respect to their rights under this Agreement or under each Class R Certificate, the Certificates holder thereof may exchange, in the manner described above, such Class R Certificate for two separate certificates, each representing such holder’s respective Percentage Interest in the Class R-1 Interest, the Class R-2 Interest and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held Class R-3 Interest that was evidenced by the Class R Certificate Registrarbeing exchanged and (ii) with respect to each Class R-X Certificate, the holder thereof may exchange, in the manner described above, such Class R-X Certificate for three separate certificates, each representing such holder’s respective Percentage Interest in the Class R-4 Interest, the Class R-5 Interest and the Class R-6 Interest that was evidenced by the Class R-X Certificate being exchanged.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there The Certificate Trustee shall cause to be maintained kept at the office of agency to be maintained by it in accordance with the provisions of Section 6.11 a register (the "Certificate Registrar a Certificate Register 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby Trustee shall initially appointed be the registrar (and hereby agrees to act in accordance with the terms hereof"Certificate Registrar") as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Subject to this Section 2.06, upon surrender for registration of transfer of any Certificate Registrar at the Corporate Trust Office or such other office or agency maintained by the Certificate Trustee in accordance with Section 6.11, the Delaware Trustee on behalf of the Certificate Issuer shall execute, and the Certificate Trustee shall authenticate and deliver, in the name of the designated transferee, one or more new Certificates (of the same Class as the Certificates surrendered for registration of transfer) in authorized denominations of a like aggregate Original Principal Amount; provided, however, that if any such surrendered Certificate shall have become or within 15 days shall be due and payable or shall have been called for redemption, instead of issuing a replacement Certificate, the Certificate Trustee may appointpay such surrendered Certificate when so due and payable or upon the Special Distribution Date without surrender thereof. At the option of a Certificateholder, Certificates may be exchanged for other Certificates (of the same Class as the Certificates surrendered for registration of exchange) of authorized denominations of a like aggregate Original Principal Amount, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Delaware Trustee on behalf of the Certificate Issuer shall execute, and the Certificate Trustee shall authenticate and deliver the Certificates that the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument delivered of transfer in form satisfactory to the Trustee, the Depositor, the Master Servicers, the Special Servicers Certificate Trustee and (if the Certificate Administrator is not Registrar duly executed by the Certificateholder thereof or its attorney duly authorized in writing. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Certificates, but the Certificate Registrar) Trustee shall require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Certificates surrendered for registration of transfer or exchange shall be cancelled and subsequently destroyed by the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed Trustee in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each 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 three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrarcustomary practices.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there The Trustee shall be maintained at the office of the Certificate Registrar maintain a Certificate 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 Certificates and of transfers and exchanges of Certificates as herein provided. The No transfer, sale, pledge or other disposition of a Class B or a Class R Certificate Administrator shall be made unless such transfer, sale, pledge or other disposition is hereby initially appointed exempt from the registration requirements of the Securities Act of 1933, as amended (the "Act"), and hereby agrees to act any applicable state securities laws or is made in accordance with said Act and laws. In the terms hereofevent that a transfer of a Class B or Class R Certificate is to be made (i) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar Depositor may appoint, by direct the Trustee to require a written instrument delivered Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Depositor that such transfer shall be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee, the Depositor or the Master Servicer, provided that such Opinion of Counsel will not be required in connection with the initial transfer of any such Certificate by the Depositor or any affiliate thereof, to a non-affiliate of the Depositor and (ii) the Trustee shall require the transferee to execute a representation letter, substantially in the form of Exhibit G-1 hereto, and the Trustee shall require the transferor to execute a representation letter, substantially in the form of Exhibit G-2 hereto, each acceptable to and in form and substance satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which representation letters shall not be an expense of the Trustee, the Depositor or the Master Servicer. Any such Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such applicable federal and state laws. The Trustee shall require a written Opinion of Counsel from a prospective transferee prior to the transfer of any Class B or Class R Certificate to any employee benefit plan or other retirement arrangement, including individual retirement accounts and Keogh plans, that is subject to Section 406 of the Employee Retiremenx Xxxome Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code (any of the foregoing, a "Plan"), to a trustee or other Person acting on behalf of any Plan, or to any other person who is using "plan assets" of any Plan to effect such acquisition (including any insurance company using funds in its general or separate accounts that may constitute "plan assets"). Such Opinion of Counsel must establish to the satisfaction of the Depositor and the Trustee or the Certificate Registrar that such disposition will not violate the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code. Neither the Depositor, the Master ServicersServicer nor the Trustee will be required to obtain such Opinion of Counsel on behalf of any prospective transferee. In the case of any transfer of the foregoing Certificates to an insurance company, in lieu of such Opinion of Counsel, the Special Servicers and (if Trustee shall require a certification in the Certificate Administrator is form of Exhibit G-5 hereto substantially to the effect that all funds used by such transferee to purchase such Certificates will be funds held by it in its general account which it reasonably believes do not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved constitute "plan assets" of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties Plan (as Certificate Registrardefined above). The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each 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 permission of any transfer in violation of the Certificate Registrar as to the information restriction on transfer set forth in the Certificate Register. If three this paragraph shall not constitute a default or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy an Event of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate RegistrarDefault.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of a registrar (the "Certificate Registrar Registrar") a register (the "Certificate Register Register") in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. For so long as the Trustee acts as Certificate Registrar, its Corporate Trust Office shall constitute the offices of the Certificate Registrar maintained for such purposes. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor and the Trustee, the Depositor, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator Trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers Depositor and the Special Servicers Trustee shall each 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 three or more Holders make written request to Every Certificateholder agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under nor the Certificates and is accompanied Trustee shall be held accountable by a copy reason of the communication disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrarinformation was derived.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there The Certificate Registrar shall cause to be maintained kept at the office of the Certificate Registrar Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby Trustee shall initially appointed (and hereby agrees to act in accordance with the terms hereof) serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph and, in the case of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trustee on behalf of the Trust shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may appointbe exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute on behalf of the Trust and authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument delivered of transfer satisfactory to the Trustee, the Depositor, the Master Servicers, the Special Servicers Trustee and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each 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 duly executed by, the information set forth Holder thereof or his attorney duly authorized in the Certificate Registerwriting. If three or more Holders make written request to the Certificate RegistrarIn addition, and such request states that such Holders desire to communicate with other Holders (i) with respect to their rights under this Agreement or under each Class R Certificate, the Certificates holder thereof may exchange, in the manner described above, such Class R Certificate for three separate certificates, each representing such holder's respective Percentage Interest in the Class R-1 Interest, the Class R-2 Interest and is accompanied by a copy of the communication which such Holders propose to transmitClass R-3 Interest, then the Certificate Registrar shallrespectively, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held in each case that was evidenced by the Class R Certificate Registrarbeing exchanged and (ii) with respect to each Class R-X Certificate, the holder thereof may exchange, in the manner described above, such Class R-X Certificate for three separate certificates, each representing such holder’s respective Percentage Interest in the Class R-4 Interest, the Class R-5 Interest and the Class R-6 Interest, respectively, in each case that was evidenced by the Class R-X Certificate being exchanged.

Registration of Transfer and Exchange of Certificates. (a) 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 (located as of the Closing Date at Norwest Center, Sixth and Marquette, Minneapolis, Minnesota 55479-0113), may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master Servicers, the Special Servicers and Trustee (if the Certificate Administrator Trustee is not the Certificate Registrar) ), the Certificate AdministratorSpecial Servicer and the Master Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator Trustee (if it is not no longer the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make Upon written request to the Certificate Registrar, and such request states that such Holders desire to communicate of any Certificateholder made for purposes of communicating with other Holders Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmitAgreement, then the Certificate Registrar shall, within thirty (30) days after the receipt of shall promptly furnish such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent Certificateholder with a list of the other Certificateholders held by of record identified in the Certificate RegistrarRegister at the time of the request.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there The Owner Trustee shall cause to be maintained kept at the office of or agency to be maintained pursuant to Section 3.8 by a certificate registrar (the “Certificate Registrar Registrar”), a register (the “Certificate Register Register”) in which, subject to such reasonable regulations as the Certificate Registrar it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. JPMorgan Chase shall be the initial Certificate Registrar. In the event that, subsequent to the date of issuance of the Certificates, JPMorgan Chase notifies the Owner Trustee that it is unable to act as the Certificate Registrar, the Owner Trustee shall act, or the Owner Trustee shall, with the consent of the Depositor, appoint another bank or trust company, having an office or agency located in The Certificate Administrator is hereby initially appointed (City of New York and hereby which agrees to act in accordance with the terms hereof) provisions of this Agreement applicable to it, to act, as successor Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein providedunder this Agreement. The Owner Trustee may revoke such appointment and remove JPMorgan Chase as the Certificate Registrar may appoint, by a if the Owner Trustee determines in its sole discretion that JPMorgan Chase failed to perform its obligations under this Agreement in any material respect. JPMorgan Chase shall be permitted to resign as the Certificate Registrar upon 30 days’ written instrument delivered notice to the Owner Trustee, the Depositor and the Issuer; provided, however, that such resignation shall not be effective and JPMorgan Chase shall continue to perform its duties as the Certificate Registrar until the Owner Trustee has appointed a successor Certificate Registrar with the consent of the Depositor. An institution succeeding to the corporate agency business of the Certificate Registrar shall continue to be the Certificate Registrar without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Certificate Registrar. Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Master ServicersOwner Trustee shall execute, the Special Servicers authenticate and (if the Certificate Administrator Registrar is not different than the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Owner Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each 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 three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford deliver (or shall cause JPMorgan Chase as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like class and aggregate face amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificate is surrendered for exchange, the Owner Trustee shall execute, authenticate and (if the Certificate Registrar is different than the Owner Trustee, then the Certificate Registrar shall) deliver the Certificates which the Certificateholder making the exchange is entitled to afford) the requesting Holders access during normal business hours receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the most recent list of Certificateholders held Owner Trustee and the Certificate Registrar duly executed by the Holder, which signature on such assignment must be guaranteed by a member of the New York Stock Exchange or a commercial bank or trust company. Each Certificate Registrarsurrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there The Trustee shall be maintained at the office of the Certificate Registrar maintain a Certificate 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 Certificates and of transfers and exchanges of Certificates as herein provided. The No transfer, sale, pledge or other disposition of a Class B or a Class R Certificate Administrator shall be made unless such transfer, sale, pledge or other disposition is hereby initially appointed exempt from the registration requirements of the Securities Act of 1933, as amended (the "Act"), and hereby agrees to act any applicable state securities laws or is made in accordance with said Act and laws. In the terms hereofevent that a transfer of a Class B or Class R Certificate is to be made (i) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar Depositor may appoint, by direct the Trustee to require a written instrument delivered Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Depositor that such transfer shall be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee, the Depositor or the Master Servicer, provided that such Opinion of Counsel will not be required in connection with the initial transfer of any such Certificate by the Depositor or any affiliate thereof, to a non-affiliate of the Depositor and (ii) the Trustee shall require the transferee to execute a representation letter, substantially in the form of Exhibit G-1 hereto, and the Trustee shall require the transferor to execute a representation letter, substantially in the form of Exhibit G-2 hereto, each acceptable to and in form and substance satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which representation letters shall not be an expense of the Trustee, the Depositor or the Master Servicer. Any such Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such applicable federal and state laws. The Trustee shall require a written Opinion of Counsel from a prospective transferee prior to the transfer of any Class B or Class R Certificate to any employee benefit plan or other retirement arrangement, including individual retirement accounts and Keogh plans, that is subject to Sectxxx 006 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code (any of the foregoing, a "Plan"), to a trustee or other Person acting on behalf of any Plan, or to any other person who is using "plan assets" of any Plan to effect such acquisition (including any insurance company using funds in its general or separate accounts that may constitute "plan assets"). Such Opinion of Counsel must establish to the satisfaction of the Depositor and the Trustee or the Certificate Registrar that such disposition will not violate the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code. Neither the Depositor, the Master ServicersServicer nor the Trustee will be required to obtain such Opinion of Counsel on behalf of any prospective transferee. In the case of any transfer of the foregoing Certificates to an insurance company, in lieu of such Opinion of Counsel, the Special Servicers and (if Trustee shall require a certification in the Certificate Administrator is form of Exhibit G-5 hereto substantially to the effect that all funds used by such transferee to purchase such Certificates will be funds held by it in its general account which it reasonably believes do not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved constitute "plan assets" of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties Plan (as Certificate Registrardefined above). The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each 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 permission of any transfer in violation of the Certificate Registrar as to the information restriction on transfer set forth in the Certificate Register. If three this paragraph shall not constitute a default or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy an Event of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate RegistrarDefault.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The For so long as the Trustee acts as Certificate Registrar, its Corporate Trust Office shall constitute the office of the Certificate Registrar maintained for such purposes. The Trustee may appoint, by a written instrument delivered to the Trustee, the DepositorSponsor, the Master ServicersServicer, the Special Servicers Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar)Sponsor, the Master Servicers Servicer, the Special Servicer and the Special Servicers REMIC Administrator shall each 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. Upon request, the Trustee shall promptly inform, or cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. If three or more Holders make written request Certificateholders (hereinafter referred to as "applicants") apply in writing to the Certificate RegistrarTrustee, and such request application states that such Holders the applicants desire to communicate with other Holders Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders applicants propose to transmit, then the Certificate Registrar Trustee shall, within thirty (30) days five Business Days after the receipt of such requestapplication, afford (or cause any other Certificate Registrar to afford) the requesting Holders such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate RegistrarRegistrar and such a list is as of a date more than 90 days prior to the date of receipt of such applicants' request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there The Trustee shall cause to be maintained kept at the office of Corporate Trust Office a register (the "Certificate Registrar a Certificate Register 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 Certificates and of transfers and exchanges of the Registered Certificates as herein provided. The Certificate Administrator Transfer Agent and Registrar shall initially be the Trustee and any co-transfer agent and co-registrar chosen by the Transferor and acceptable to the Trustee, including, if and so long as any Series or Class is hereby initially appointed (listed on the Luxembourg Stock Exchange and hereby agrees such exchange shall so require, a co-transfer agent and co-registrar in Luxembourg. Any reference in this Agreement to act in accordance with the terms hereof) as Certificate Transfer Agent and Registrar for shall include any co-transfer agent and registrar unless the purpose of registering Certificates and transfers and exchanges of Certificates as herein providedcontext requires otherwise. The Trustee may revoke such appointment and remove any Transfer Agent and Registrar if the Trustee determines in its sole discretion that such transfer Agent and Registrar failed to perform its obligations under this Agreement in any material respect. Any Transfer Agent and Registrar shall be permitted to resign as Transfer Agent and Registrar upon 30 days' notice to the Transferor, the Trustee and the Servicer; provided, however, that such resignation shall not be effective and such Transfer Agent and Registrar shall continue to perform its duties as Transfer Agent and Registrar until the Trustee has appointed a successor Transfer Agent and Registrar reasonably acceptable to the Transferor. Subject to subsection (c) below, upon surrender for registration of transfer or exchange of any Registered Certificate at any office or agency of the Transfer Agent and Registrar maintained for such purpose, one or more new Registered Certificates (of the same Series and Class) in authorized denominations of like aggregate fractional undivided interests in the Certificateholders' Interest shall be executed, authenticated and delivered, in the name of the designated transferee or transferees. At the option of a Registered Certificateholder, subject to subsection (c) below, Registered Certificates (of the same Series and Class) may appointbe exchanged for other Registered Certificates of authorized denominations of like aggregate fractional undivided interests in the Certificateholders' Interest, upon surrender of the Registered Certificates to be exchanged at any such office or agency; Registered Certificates, including Registered Certificates received in exchange for Bearer Certificates, may not be exchanged for Bearer Certificates. At the option of the Holder of a Bearer Certificate, subject to applicable laws and regulations, Bearer Certificates may be exchanged for other Bearer Certificates or Registered Certificates (of the same Series and Class) of authorized denominations of like aggregate fractional undivided interests in the Certificateholders' Interest, upon surrender of the Bearer Certificates to be exchanged at an office or agency of the Transfer Agent and Registrar located outside the United States. Each Bearer Certificate surrendered pursuant to this Section shall have attached thereto all unmatured Coupons; provided that any Bearer Certificate so surrendered after the close of business on the Record Date preceding the relevant payment date or distribution date after the expected final payment date need not have attached the Coupon relating to such payment date or distribution date (in each case, as specified in the applicable Supplement). The preceding provisions of this Section notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case may be, shall not be required to register the transfer of or exchange any Certificate for a period of 15 days preceding the due date for any payment with respect to the Certificate. Whenever any Investor Certificates are so surrendered for exchange, the Transferor shall execute, the Trustee shall authenticate and the Transfer Agent and Registrar shall deliver (in the case of Bearer Certificates, outside the United States) the Investor Certificates which the Investor Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument delivered of transfer in a form satisfactory to the Trustee or the Transfer Agent and Registrar duly executed by the Investor Certificateholder or the attorney-in-fact thereof duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Investor Certificates, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any such transfer or exchange. All Investor Certificates (together with any Coupons) surrendered for registration of transfer and exchange or for payment shall be canceled and disposed of in a manner satisfactory to the Trustee. The Trustee shall cancel and destroy any Global Certificate upon its exchange in full for Definitive Euro-Certificates and shall deliver a certificate of destruction to the Transferor. Such certificate shall also state that a certificate or certificates of a Foreign Clearing Agency to the effect referred to in Section 6.13 was received with respect to each portion of the Global Certificate exchanged for Definitive Euro-Certificates. The Transferor shall execute and deliver to the Trustee Bearer Certificates and Registered Certificates in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement, each Supplement and the Depositor, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, Certificates. The interest of any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar Investor Certificateholder in any Receivable shall not be relieved transferable other than through the transfer of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable timesan Investor Certificate, and to rely conclusively upon except as provided in this Article VI, a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. If three shall not be transferable or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrardivisible.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar Trustee may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administratorother parties hereto, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar Trustee may prescribe, provided that the predecessor Certificate Registrar Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the TrusteeMaster Servicer, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers Special Servicer and the Special Servicers REMIC Administrator shall each 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 three or more Holders make Upon written request to the Certificate Registrar, and such request states that such Holders desire to communicate of any Certificateholder made for purposes of communicating with other Holders Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmitAgreement, then the Certificate Registrar shallshall promptly furnish such Certificateholder with a list of the other Certificateholders of record identified in the Certificate Register at the time of the request. Every Certificateholder, within thirty (30) days after by receiving such access, agrees with the receipt of such request, afford (or cause any other Certificate Registrar to afford) that the requesting Holders access during normal business hours Certificate Registrar will not be held accountable in any way by reason of the disclosure of any information as to the most recent list names and addresses of Certificateholders held by any Certificateholder regardless of the Certificate Registrarsource from which such information was derived.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there The Trustee shall be maintained at the office of the Certificate Registrar maintain a Certificate 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 Certificates and of transfers and exchanges of Certificates as herein provided. The No transfer, sale, pledge or other disposition of a Class B or a Class R Certificate Administrator shall be made unless such transfer, sale, pledge or other disposition is hereby initially appointed exempt from the registration requirements of the Securities Act of 1933, as amended (the "Act"), and hereby agrees to act any applicable state securities laws or is made in accordance with said Act and laws. In the terms hereofevent that a transfer of a Class B or Class R Certificate is to be made (i) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar Depositor may appoint, by direct the Trustee to require a written instrument delivered Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Depositor that such transfer shall be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee, the Depositor or the Master Servicer, provided that such Opinion of Counsel will not be required in connection with the initial transfer of any such Certificate by the Depositor or any affiliate thereof, to a non-affiliate of the Depositor and (ii) the Trustee shall require the transferee to execute a representation letter, substantially in the form of Exhibit G-1 hereto, and the Trustee shall require the transferor to execute a representation letter, substantially in the form of Exhibit G-2 hereto, each acceptable to and in form and substance satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which representation letters shall not be an expense of the Trustee, the Depositor or the Master Servicer. Any such Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such applicable federal and state laws. The Trustee shall require a written Opinion of Counsel from a prospective transferee prior to the transfer of any Class B or Class R Certificate to any employee benefit plan or other retirement arrangement, including individual retirement accounts and Kxxxx plans, that is subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code (any of the foregoing, a "Plan"), to a trustee or other Person acting on behalf of any Plan, or to any other person who is using "plan assets" of any Plan to effect such acquisition (including any insurance company using funds in its general or separate accounts that may constitute "plan assets"). Such Opinion of Counsel must establish to the satisfaction of the Depositor and the Trustee or the Certificate Registrar that such disposition will not violate the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code. Neither the Depositor, the Master ServicersServicer nor the Trustee will be required to obtain such Opinion of Counsel on behalf of any prospective transferee. In the case of any transfer of the foregoing Certificates to an insurance company, in lieu of such Opinion of Counsel, the Special Servicers and (if Trustee shall require a certification in the Certificate Administrator is form of Exhibit G-5 hereto substantially to the effect that all funds used by such transferee to purchase such Certificates will be funds held by it in its general account which it reasonably believes do not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved constitute "plan assets" of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties Plan (as Certificate Registrardefined above). The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each 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 permission of any transfer in violation of the Certificate Registrar as to the information restriction on transfer set forth in the Certificate Register. If three this paragraph shall not constitute a default or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy an Event of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate RegistrarDefault.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there The Trustee shall be maintained at the office of the Certificate Registrar maintain a Certificate 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 Certificates and of transfers and exchanges of Certificates as herein provided. The No transfer, sale, pledge or other disposition of a Class B or a Class R Certificate Administrator shall be made unless such transfer, sale, pledge or other disposition is hereby initially appointed exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”), and hereby agrees to act any applicable state securities laws or is made in accordance with said Act and laws. In the terms hereofevent that a transfer of a Class B or Class R Certificate is to be made (i) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar Depositor may appoint, by direct the Trustee to require a written instrument delivered Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Depositor that such transfer shall be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee, the Depositor or the Master Servicer, provided that such Opinion of Counsel will not be required in connection with the initial transfer of any such Certificate by the Depositor or any affiliate thereof, to a non-affiliate of the Depositor and (ii) the Trustee shall require the transferee to execute a representation letter, substantially in the form of Exhibit G-1 hereto, and the Trustee shall require the transferor to execute a representation letter, substantially in the form of Exhibit G-2 hereto, each acceptable to and in form and substance satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which representation letters shall not be an expense of the Trustee, the Depositor or the Master Servicer. Any such Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such applicable federal and state laws. The Trustee shall require a written Opinion of Counsel from a prospective transferee prior to the transfer of any Class B or Class R Certificate to any employee benefit plan or other retirement arrangement, including individual retirement accounts and Xxxxx plans, that is subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Code (any of the foregoing, a “Plan”), to a trustee or other Person acting on behalf of any Plan, or to any other person who is using “plan assets” of any Plan to effect such acquisition (including any insurance company using funds in its general or separate accounts that may constitute “plan assets”). Such Opinion of Counsel must establish to the satisfaction of the Depositor and the Trustee or the Certificate Registrar that such disposition will not violate the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code. Neither the Depositor, the Master ServicersServicer nor the Trustee will be required to obtain such Opinion of Counsel on behalf of any prospective transferee. In the case of any transfer of the foregoing Certificates to an insurance company, in lieu of such Opinion of Counsel, the Special Servicers and (if Trustee shall require a certification in the Certificate Administrator is form of Exhibit G-5 hereto substantially to the effect that all funds used by such transferee to purchase such Certificates will be funds held by it in its general account which it reasonably believes do not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved constitute “plan assets” of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties Plan (as Certificate Registrardefined above). The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each 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 permission of any transfer in violation of the Certificate Registrar as to the information restriction on transfer set forth in the Certificate Register. If three this paragraph shall not constitute a default or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy an Event of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate RegistrarDefault.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there The Trustee shall cause to be maintained kept at the office or agency to be maintained by a transfer agent and certificate registrar (the "Transfer Agent and Certificate Registrar"), in accordance with the provisions of Section 9.7, a register (the "Certificate Registrar a Certificate Register Register") in which, subject to such reasonable regulations as the Certificate Registrar it may prescribe, the Transfer Agent and Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Register shall list the names of the Certificateholders and their respective ownership interests in the Trust, and shall be treated as definitive and binding for all purposes hereunder. Only those persons registered as Certificateholders in the Certificate Register shall be recognized as having any interest in the Trust or Trust estate or as possessing the rights of a Certificateholder hereunder. A transfer of ownership of a Certificate shall be effectuated only by an appropriate entry in the Certificate Register. _________________ is hereby initially appointed (Transfer Agent and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The In the event that, subsequent to the date of issuance of the Certificates, the Trustee is unable to act as Transfer Agent and Certificate Registrar, the Trustee shall, with the consent of the Depositor, appoint another bank or trust company, having an office or agency located in New York City and which agrees to act in accordance with the provisions of this Agreement applicable to it, to act, as successor Transfer Agent and Certificate Registrar under this Agreement. _________________ shall be permitted to resign as Transfer Agent and Certificate Registrar upon 30 days' written notice to the Depositor and the Servicer; provided, however, that such resignation shall not be effective and _________________ shall continue to perform its duties as Transfer Agent and Certificate Registrar until the Trustee has appointed a successor Transfer Agent and Certificate Registrar with the consent of the Depositor. Upon surrender for registration of transfer of any Class A Certificate or Class B Certificate at the office or agency of the Transfer Agent and Certificate Registrar maintained pursuant to Section 9.7, the Transfer Agent and Certificate Registrar shall make an appropriate entry in the Certificate Register to reflect such transfer, and the Trustee shall execute, authenticate and (if the Transfer Agent and Certificate Registrar is different than the Trustee, then the Transfer Agent and Certificate Registrar shall) deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate amount. At the option of a Certificateholder, Class A Certificates or Class B Certificates may appointbe exchanged for other Class A Certificates or Class B Certificates, as the case may be, in authorized denominations of a like aggregate amount at such office or agency. Whenever any Class A Certificate or Class B Certificate is surrendered for exchange, the Trustee shall execute, authenticate and (if the Transfer Agent and Certificate Registrar is different than the Trustee, then the Transfer Agent and Certificate Registrar shall) deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument delivered of transfer in form satisfactory to the TrusteeTrustee and the Transfer Agent and Certificate Registrar duly executed by the Holder, which signature on such assignment must be guaranteed by a member of the Depositor, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other New York Stock Exchange or a commercial bank or trust company to act as company. Each Certificate surrendered for registration of transfer or exchange shall be cancelled by the Transfer Agent and Certificate Registrar under such conditions as or retained in accordance with its standard retention policy and disposed of or retained in a manner satisfactory to the predecessor Trustee and the Depositor. No service charge shall be made for any registration of transfer or exchange of Certificates, but the Transfer Agent and Certificate Registrar may prescribe, provided require payment of a sum sufficient to cover any tax or governmental charge that the predecessor Certificate Registrar shall not may be relieved imposed in connection with any transfer or exchange of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each 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 three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate RegistrarCertificates.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator [________] is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the Depositor, the Master ServicersPaying Agent, the Special Servicers Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate AdministratorMaster Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make written request The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Master Servicer, the Paying Agent, the Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such request states that such Holders desire Certificate to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shallat its office maintained at [________],[________], within thirty Attention: [________] (30the "Registrar Office") days after together with an assignment and transfer (executed by the receipt Holder or his duly authorized attorney). Subject to the requirements of such requestSections 5.02(b), afford (or cause any other c) and (d), the Certificate Registrar to afford) shall execute and the requesting Holders access during normal business hours to Authenticating Agent shall duly authenticate in the most recent list name of Certificateholders held the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate RegistrarRegistrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this AgreementThe Certificate Registrar shall keep or cause to be kept, there shall be maintained at the office of the Certificate Registrar or agency maintained pursuant to Section 4.08, a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee shall be the initial “Certificate Administrator is hereby initially appointed Registrar.” Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.08, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and hereby agrees deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to act in accordance with be exchanged at the terms hereof) as office or agency maintained pursuant to Section 4.08. Every Certificate Registrar presented or surrendered for the purpose registration of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, transfer or exchange shall be accompanied by a written instrument delivered of transfer in form, attached to the Trusteeform of Certificate attached hereto as Exhibit A, or such other form satisfactory to the DepositorNote Insurer, or, upon the Master Servicersoccurrence and continuation of a Note Insurer Default, satisfaction of the Special Servicers and (if Rating Agency Condition, duly executed by the Certificate Administrator is not Certificateholder or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Certificates, but the Certificate Registrar) Owner Trustee or the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescriberequire payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The preceding provisions of this Section 4.04 notwithstanding, provided that the predecessor Certificate Registrar shall not be relieved register transfers or exchanges of any Certificates for a period of its duties or responsibilities hereunder by reason of such appointmentfifteen (15) days preceding the Payment Date with respect to the Certificates. If Notwithstanding anything contained herein to the Certificate Administrator resigns or is removed in accordance with the terms hereofcontrary, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each 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 neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the information Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth in as Exhibit C hereto and shall promptly notify the Certificate Register. If three or more Holders make written request to party delivering the Certificate Registrar, and same if such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate RegistrarInvestment Letter does not so conform.

Registration of Transfer and Exchange of Certificates. (a) 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 (located as of the Closing Date at the Corporate Trust Office of the Trustee) shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master Servicers, the Special Servicers Servicer and (if the Certificate Administrator Trustee is not the Certificate Registrar) the Certificate AdministratorTrustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator Trustee (if it is not no longer the Certificate Registrar), the Master Servicers and the Special Servicers Servicer shall each 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 three or more Holders make Upon written request to the Certificate Registrar, and such request states that such Holders desire to communicate of any Certificateholder made for purposes of communicating with other Holders Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmitAgreement, then the Certificate Registrar shall, within thirty (30) days after the receipt of shall promptly furnish such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent Certificateholder with a list of the other Certificateholders held by of record identified in the Certificate RegistrarRegister at the time of the request.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master Servicers, the Special Servicers and Trustee (if the Certificate Administrator Trustee is not the Certificate Registrar) ), the Certificate AdministratorSpecial Servicer and the Master Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator Trustee (if it is not no longer the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make Upon written request to the Certificate Registrar, and such request states that such Holders desire to communicate of any Certificateholder made for purposes of communicating with other Holders Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmitAgreement, then the Certificate Registrar shall, within thirty (30) days after the receipt of shall promptly furnish such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent Certificateholder with a list of the other Certificateholders held by of record identified in the Certificate RegistrarRegister at the time of the request.

Registration of Transfer and Exchange of Certificates. (a) 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 (located as of the Closing Date at Xxxxx Fargo Bank, N.A., 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000; Attn: Corporate Trust Services--Xxxxxxx Xxxxx Mortgage Investors Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-MCP1) shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ServicersServicer, the Special Servicers Servicer and (if the Certificate Administrator Trustee is not the Certificate Registrar) the Certificate AdministratorTrustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator Trustee (if it is not no longer the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make Upon written request to the Certificate Registrar, and such request states that such Holders desire to communicate of any Certificateholder made for purposes of communicating with other Holders Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmitAgreement, then the Certificate Registrar shall, within thirty (30) days after the receipt of shall promptly furnish such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent Certificateholder with a list of the other Certificateholders held by of record identified in the Certificate RegistrarRegister at the time of the request.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator LaSalle Bank National Association, located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of herebx xxxxxxxxx xxxxxxxxx Xxxxxxxxxxx Xxxxxxxxx xxx xxx xxxxxxx xf registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the Depositor, Special Servicer and the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar certificate registrar may prescribe, provided that the predecessor Certificate Registrar certificate registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers Servicer shall each 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 three or more Holders make written request The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Master Servicers, the Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such request states that such Holders desire Certificate to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shallat its office maintained at LaSalle Bank National Association, within thirty as Certificate Registrar, 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attentiox: Xxxxxx Xxxxxxxxxx xxx Xxxxx Xxxxxxxx Xxxxx, X.X. Xxxxxx 0005-LDP5 (30the "Registrar Office"), together with an assignxxxx xxx xxansfer (executed by the Holder or his duly authorized attorney). Subject to the requirements of Sections 5.02(b), (c) days after and (d), the receipt of such request, afford (or cause any other Certificate Registrar to afford) shall execute and the requesting Holders access during normal business hours to Authenticating Agent shall duly authenticate in the most recent list name of Certificateholders held the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate RegistrarRegistrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there The Trustee shall be maintained at the office of the Certificate Registrar maintain a Certificate 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 Certificates and of transfers and exchanges of Certificates as herein provided. The No transfer, sale, pledge or other disposition of a Class B or a Class R Certificate Administrator shall be made unless such transfer, sale, pledge or other disposition is hereby initially appointed exempt from the registration requirements of the Securities Act of 1933, as amended (the "Act"), and hereby agrees to act any applicable state securities laws or is made in accordance with said Act and laws. In the terms hereofevent that a transfer of a Class B or Class R Certificate is to be made (i) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar Depositor may appoint, by direct the Trustee to require a written instrument delivered Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Depositor that such transfer shall be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trustee, the Depositor or the Master Servicer, provided that such Opinion of Counsel will not be required in connection with the initial transfer of any such Certificate by the Depositor or any affiliate thereof, to a non-affiliate of the Depositor and (ii) the Trustee shall require the transferee to execute a representation letter, substantially in the form of Exhibit G-1 hereto, and the Trustee shall require the transferor to execute a representation letter, substantially in the form of Exhibit G-2 hereto, each acceptable to and in form and substance satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which representation letters shall not be an expense of the Trustee, the Depositor or the Master Servicer. Any such Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor and the Master Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such applicable federal and state laws. The Trustee shall require a written Opinion of Counsel from a prospective transferee prior to the transfer of any Class B or Class R Certificate to any employee benefit plan or other retirement arrangement, including individual retirement accounts and Keogh plans, that is subject to Sexxxxx 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code (any of the foregoing, a "Plan"), to a trustee or other Person acting on behalf of any Plan, or to any other person who is using "plan assets" of any Plan to effect such acquisition (including any insurance company using funds in its general or separate accounts that may constitute "plan assets"). Such Opinion of Counsel must establish to the satisfaction of the Depositor and the Trustee or the Certificate Registrar that such disposition will not violate the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code. Neither the Depositor, the Master ServicersServicer nor the Trustee will be required to obtain such Opinion of Counsel on behalf of any prospective transferee. In the case of any transfer of the foregoing Certificates to an insurance company, in lieu of such Opinion of Counsel, the Special Servicers and (if Trustee shall require a certification in the Certificate Administrator is form of Exhibit G-5 hereto substantially to the effect that all funds used by such transferee to purchase such Certificates will be funds held by it in its general account which it reasonably believes do not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved constitute "plan assets" of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties Plan (as Certificate Registrardefined above). The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each 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 permission of any transfer in violation of the Certificate Registrar as to the information restriction on transfer set forth in the Certificate Register. If three this paragraph shall not constitute a default or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy an Event of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate RegistrarDefault.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of a registrar (the "Certificate Registrar Registrar") a register (the "Certificate Register Register") in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. For so long as the Trustee acts as Certificate Registrar, its Corporate Trust Office shall constitute the offices of the Certificate Registrar maintained for such purposes. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate AdministratorSeller, any other bank or trust company in New York to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The DepositorSeller and, the Trustee, the Certificate Administrator (if it is not no longer the Certificate Registrar), the Master Servicers and the Special Servicers Trustee shall each 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 three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate Every Certificateholder agrees with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after and the receipt of such request, afford (or cause any other Trustee that neither the Certificate Registrar to afford) nor the requesting Holders access during normal business hours Trustee shall be held accountable by reason of the disclosure of any such information as to the most recent list names and addresses of the Certificateholders held by hereunder, regardless of the Certificate Registrarsource from which such information was derived.

Registration of Transfer and Exchange of Certificates. (a) 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 (located as of the Closing Date at LaSalle Bank National Association, 000 X. XxXxxxx Street, Suite 1625, Chicago, IL 60603, shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the Depositor, Special Servicer and the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate AdministratorServicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator Trustee (if it is not no longer the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make Upon written request to the Certificate Registrar, and such request states that such Holders desire to communicate of any Certificateholder made for purposes of communicating with other Holders Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmitAgreement, then the Certificate Registrar shall, within thirty (30) days after the receipt of shall promptly furnish such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent Certificateholder with a list of the other Certificateholders held by of record identified in the Certificate RegistrarRegister at the time of the request.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator LaSalle Bank National Association, located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of herebx xxxxxxxxx xxxxxxxxx Xxxxxxxxxxx Xxxxxxxxx xxx xxx xxxxxxx xf registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the Depositor, the Master ServicersPaying Agent, the Special Servicers Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate AdministratorMaster Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar certificate registrar may prescribe, provided that the predecessor Certificate Registrar certificate registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator LaSalle Bank National Association resigns or is removed in accordance with the terms hereofas Paying Agent, the successor certificate administrator Trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make written request The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Master Servicer, the Paying Agent, the Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such request states that such Holders desire Certificate to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shallat its office maintained at LaSalle Bank National Association, within thirty as Certificate Registrar, 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attentiox: Xxxxxx Xxxxxxxxxx xxx Xxxxx Xxxxxxxx Xxxxx, X.X. Xxxxxx 0005-LDP3 (30the "Registrar Office"), together with an assignxxxx xxx xxansfer (executed by the Holder or his duly authorized attorney). Subject to the requirements of Sections 5.02(b), (c) days after and (d), the receipt of such request, afford (or cause any other Certificate Registrar to afford) shall execute and the requesting Holders access during normal business hours to Authenticating Agent shall duly authenticate in the most recent list name of Certificateholders held the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate RegistrarRegistrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The For so long as the Trustee acts as Certificate Registrar, its Corporate Trust Office shall constitute the office of the Certificate Registrar maintained for such purposes. The Trustee may appoint, by a written instrument delivered to the Trustee, the DepositorSponsor, the Master ServicersServicer, the Special Servicers Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar)Sponsor, the Master Servicers Servicer, the Special Servicer and the Special Servicers REMIC Administrator shall each 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 three or more Holders make written request Certificateholders (hereinafter referred to as "applicants") apply in writing to the Certificate RegistrarTrustee, and such request application states that such Holders the applicants desire to communicate with other Holders Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders applicants propose to transmit, then the Certificate Registrar Trustee shall, within thirty (30) days five Business Days after the receipt of such requestapplication, afford (or cause any other Certificate Registrar to afford) the requesting Holders such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate RegistrarRegistrar and such a list is as of a date more than 90 days prior to the date of receipt of such applicants' request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived.

Registration of Transfer and Exchange of Certificates. (a) 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 (located as of the Closing Date at Wells Fargo Center, Sixth Street and Marquette Avenue, Minneapolis, Mxxxxxota 55479-6113), shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the Depositor, Special Servicer and the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate AdministratorServicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator Trustee (if it is not no longer the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make Upon written request to the Certificate Registrar, and such request states that such Holders desire to communicate of any Certificateholder made for purposes of communicating with other Holders Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmitAgreement, then the Certificate Registrar shall, within thirty (30) days after the receipt of shall promptly furnish such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent Certificateholder with a list of the other Certificateholders held by of record identified in the Certificate RegistrarRegister at the time of the request.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there The Certificate Registrar shall cause to be maintained kept at the office of the Certificate Registrar Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby Trustee shall initially appointed (and hereby agrees to act in accordance with the terms hereof) serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph which office shall initially be the offices designated by the Trustee and, in the case of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trustee on behalf of the Trust shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may appointbe exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute on behalf of the Trust and authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument delivered of transfer satisfactory to the Trustee, the Depositor, the Master Servicers, the Special Servicers Trustee and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each 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 duly executed by, the information set forth Holder thereof or his attorney duly authorized in the Certificate Registerwriting. If three or more Holders make written request to the Certificate RegistrarIn addition, and such request states that such Holders desire to communicate with other Holders (i) with respect to their rights under this Agreement or under each Class R Certificate, the Certificates holder thereof may exchange, in the manner described above, such Class R Certificate for two separate certificates, each representing such holder’s respective Percentage Interest in the Class R-1 Interest, the Class R-2 Interest, the Class R-3 Interest and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held Class R-4 Interest that was evidenced by the Class R Certificate Registrarbeing exchanged and (ii) with respect to each Class R-X Certificate, the holder thereof may exchange, in the manner described above, such Class R-X Certificate for three separate certificates, each representing such holder’s respective Percentage Interest in the Class R-5 Interest, the Class R-6 Interest and the Class R-7 Interest that was evidenced by the Class R-X Certificate being exchanged.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The offices of the Trustee responsible for its duties as initial Certificate Register shall be located, as of the Closing Date, at ______________________, _____________________, Attention: ____________, facsimile number: _________. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ServicersServicer, the Special Servicers Servicer and (if the Certificate Administrator Trustee is not the Certificate Registrar) the Certificate AdministratorTrustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator Trustee (if it is not no longer the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make written request to the Certificate RegistrarTrustee, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar Trustee shall, within thirty (30) 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this AgreementThe Trustee, there as agent for NAFCO, shall keep, or shall cause to be maintained kept, at the office or agency to be maintained in accordance with the provisions of Section 11.16 a register, in written form or capable of being converted into written form within a reasonable time (the "Certificate Registrar a Certificate Register 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 Certificates and of transfers and exchanges of the Certificates as herein provided. The Certificate Administrator NAFCO hereby appoints the Trustee as the initial Transfer Agent and Registrar. NAFCO, or the Trustee, as agent for NAFCO (if the Trustee is hereby initially appointed not then acting as Transfer Agent and Registrar), may revoke such appointment as Transfer Agent and Registrar and remove the then-acting Transfer Agent and Registrar as Transfer Agent and Registrar if the Trustee or NAFCO (as applicable) determines in its sole discretion that the then-acting Transfer Agent and hereby agrees Registrar has failed to act perform its obligations under this Agreement in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein providedany material respect. The Certificate then-acting Transfer Agent and Registrar may appoint, by a shall be permitted to resign as Transfer Agent and Registrar upon 30 days' prior written instrument delivered notice to the Trustee, NAFCO and the DepositorAdministrator; provided, the Master Servicershowever, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under that such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar resignation shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If effective and the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator then-acting Transfer Agent and Registrar shall immediately succeed continue to perform its duties as Certificate Transfer Agent and Registrar until NAFCO or the Trustee has appointed a successor Transfer Agent and Registrar reasonably acceptable to NAFCO and the Person so appointed has given NAFCO or the Trustee written notice that it accepts the appointment. The provisions of Sections 11.01 through 11.05 shall apply to the Transfer Agent and Registrar as if all references to "the Trustee" in the applicable provisions of Sections 11.01 through 11.05 were also references to the Transfer Agent and Registrar. The Depositor, It is intended that the Trustee, registration of Certificates which is described in this Section 6.03(a) comply with the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each 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 registration requirements contained in Section 163 of the Certificate Registrar as to the information set forth in the Certificate Register. If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate RegistrarInternal Revenue Code.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Wells Fargo Bank,. N.A., located at 9062 Old Annapolis Road, Columbia, Mxxxxxnd 21045-1951, is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of initiaxxx xxxxxxxxx Xxxxxxxxxxx Xxxxxxxxx xxx xxx xxxxxxx xx registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the DepositorPaying Agent, the Special Servicer and the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator Wells Fargo Bank, N.A. resigns or is removed in accordance with the terms hereofas Paying Agent, the successor certificate administrator shall Trustex xxxll immediately succeed to its the duties as of the Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers Servicer shall each 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 three or more Holders make written request The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Master Servicers, the Paying Agent, the Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such request states that such Holders desire Certificate to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shallat its office maintained at Wells Fargo Bank, within thirty N.A., Wells Fargo Center, Sixth Street and Marquette Axxxxx, Minneapolis, Minnxxxxx 55479, Attentixx: Xxxxxxxxx Xxxxx Xxxxxxxx - X.X. Xxxxxx 0000-XXX0 (30xxx "Xxxxstrar Office") days after together with an assignmexx xxx xxxxsfer (executed by the receipt Holder or his duly authorized attorney). Subject to the requirements of such requestSections 5.02(b), afford (or cause any other c) and (d), the Certificate Registrar to afford) shall execute and the requesting Holders access during normal business hours to Authenticating Agent shall duly authenticate in the most recent list name of Certificateholders held the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate RegistrarRegistrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures.

Registration of Transfer and Exchange of Certificates. (ai) 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 (located as of the Original Closing Date at Norwest Center, Sixth and Marquette, Minneapolis, Minnesota 55479-0113) may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar Trustee may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ServicersServicer, the Special Servicers Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the TrusteeMaster Servicer, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers Special Servicer and the Special Servicers REMIC Administrator shall each 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. Upon request, the Trustee shall promptly inform, or cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. If three or more Holders make written request Certificateholders (hereinafter referred to as "applicants") apply in writing to the Certificate RegistrarTrustee, and such request application states that such Holders the applicants desire to communicate with other Holders Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders applicants propose to transmit, then the Certificate Registrar Trustee shall, within thirty (30) days five Business Days after the receipt of such requestapplication, afford (or cause any other Certificate Registrar to afford) the requesting Holders such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate RegistrarRegistrar and such a list is as of a date more than 90 days prior to the date of receipt of such applicants' request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator _______________________________ is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the DepositorSpecial Servicer, the Master Servicers, Servicer and the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate AdministratorFiscal Agent, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided provided, that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator ________________________ resigns or is removed in accordance with the terms hereofas Certificate Registrar, the successor certificate administrator Trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. If _______________________ is removed as Paying Agent, then ___________________________ shall be terminated as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar)Paying Agent, the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make written request The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Servicer, the Trustee, the Fiscal Agent, the Paying Agent, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such request states that such Holders desire Certificate to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shallat its office maintained at ___________________________________ or at the Corporate Trust Office, within thirty (30) days after if the receipt of such request, afford (or cause any other Trustee is the Certificate Registrar to afford(the "Registrar Office") together with an assignment and transfer (executed by the requesting Holders access during normal business hours Holder or his duly authorized attorney). Subject to the most recent list requirements of Certificateholders held Sections 5.02(b), (c) and (d), the Certificate Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate RegistrarRegistrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the Depositor, the Master Servicers, the Special Servicers Servicer and (if the Certificate Administrator Trustee is not the Certificate Registrar) the Certificate AdministratorMaster Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator Trustee (if it is not no longer the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make Upon written request to the Certificate Registrar, and such request states that such Holders desire to communicate of any Certificateholder made for purposes of communicating with other Holders Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmitAgreement, then the Certificate Registrar shall, within thirty (30) days after the receipt of shall promptly furnish such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent Certificateholder with a list of the other Certificateholders held by of record identified in the Certificate RegistrarRegister at the time of the request.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there The Certificate Registrar shall cause to be maintained kept at the office of the Certificate Registrar Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby Trustee shall initially appointed (and hereby agrees to act in accordance with the terms hereof) serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph which office shall initially be the offices designated by the Trustee and, in the case of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trustee on behalf of the Trust shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may appointbe exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute on behalf of the Trust and authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument delivered of transfer satisfactory to the Trustee, the Depositor, the Master Servicers, the Special Servicers Trustee and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each 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 duly executed by, the information set forth Holder thereof or his attorney duly authorized in the Certificate Registerwriting. If three or more Holders make written request to the Certificate RegistrarIn addition, and such request states that such Holders desire to communicate with other Holders (i) with respect to their rights under this Agreement or under each Class R Certificate, the Certificates holder thereof may exchange, in the manner described above, such Class R Certificate for five separate certificates, each representing such holder’s respective Percentage Interest in the Class R-1 Interest, the Class R-2 Interest, the Class R-3 Interest, the Class R-4 Interest and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held Class R-5 Interest that was evidenced by the Class R Certificate Registrarbeing exchanged and (ii) with respect to each Class R-X Certificate, the holder thereof may exchange, in the manner described above, such Class R-X Certificate for three separate certificates, each representing such holder’s respective Percentage Interest in the Class R-6 Interest, the Class R-7 Interest and the Class R-8 Interest that was evidenced by the Class R-X Certificate being exchanged.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The offices of the Trustee responsible for its duties as initial Certificate Register shall be located, as of the Closing Date, at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attxxxxxx: Xxxxxx Xxxxxxxxxxxxxx Xxxxx Xxxxxxxx Xxxxx - XX-XXX Xommercial Mortgage Trust 2004-C8. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ServicersServicer, the Special Servicers Servicer and (if the Certificate Administrator Trustee is not the Certificate Registrar) the Certificate AdministratorTrustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator Trustee (if it is not no longer the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make written request to the Certificate RegistrarTrustee, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar Trustee shall, within thirty (30) 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar.

Registration of Transfer and Exchange of Certificates. (a) 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 (located as of the Closing Date at Norwest Center, Sixth and Marquette, Minneapolis, Minnesota 55479-0113), shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the Depositor, the Master Servicers, the Special Servicers Servicer and (if the Certificate Administrator Trustee is not the Certificate Registrar) the Certificate AdministratorMaster Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator Trustee (if it is not no longer the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make Upon written request to the Certificate Registrar, and such request states that such Holders desire to communicate of any Certificateholder made for purposes of communicating with other Holders Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmitAgreement, then the Certificate Registrar shall, within thirty (30) days after the receipt of shall promptly furnish such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent Certificateholder with a list of the other Certificateholders held by of record identified in the Certificate RegistrarRegister at the time of the request.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the LaSalle Bank National Association, located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603 - J.P. Moxxxx 0000-XXX00, xx xxxxxx xxxxxxxxx xxxxxxxxx Xxxxxxxxxxx Xxgisxxxx xxx xxe purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the Depositor, Special Servicer and the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate AdministratorServicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, ; provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make written request The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Master Servicer, the Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such request states that such Holders desire Certificate to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shallat its office maintained at LaSalle Bank National Association, within thirty located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attentiox: Xxxxxx Xxxxxxxxxx xxx Xxxxx Xxxxxxxx - X.X. Xxxxxx 0000-XXP11 (30the "Registrar Office") days after together with an assignxxxx xxx xxansfer (executed by the receipt Holder or his duly authorized attorney). Subject to the requirements of such requestSections 5.02(b), afford (or cause any other c) and (d), the Certificate Registrar to afford) shall execute and the requesting Holders access during normal business hours to Authenticating Agent shall duly authenticate in the most recent list name of Certificateholders held the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate RegistrarRegistrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures.

Registration of Transfer and Exchange of Certificates. (a) 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 (located as of the Closing Date at LaSalle Bank National Association, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Global Securities and Trust Services Group--Xxxxxxx Xxxxx Mortgage Investors Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-CKI1) shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ServicersServicer, the Special Servicers Servicer and (if the Certificate Administrator Trustee is not the Certificate Registrar) the Certificate AdministratorTrustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator Trustee (if it is not no longer the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make Upon written request to the Certificate Registrar, and such request states that such Holders desire to communicate of any Certificateholder made for purposes of communicating with other Holders Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmitAgreement, then the Certificate Registrar shall, within thirty (30) days after the receipt of shall promptly furnish such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent Certificateholder with a list of the other Certificateholders held by of record identified in the Certificate RegistrarRegister at the time of the request.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there The Certificate Registrar shall cause to be maintained kept at the office of the Certificate Registrar Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby Trustee shall initially appointed (and hereby agrees to act in accordance with the terms hereof) serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph and, in the case of a Class R Certificate, upon satisfaction of the conditions set forth below, the Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may appointbe exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute and authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument delivered of transfer satisfactory to the Trustee, the Depositor, the Master Servicers, the Special Servicers Trustee and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each 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 duly executed by, the information set forth Holder thereof or his attorney duly authorized in the Certificate Registerwriting. If three or more Holders make written request to the Certificate RegistrarIn addition, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under each Class R Certificate, the Certificates Holder thereof may exchange, in the manner described above, such Class R Certificate for four separate Certificates, each representing such Holder's respective Percentage Interest in the Class R-1 Interest, the Class R-2 Interest and is accompanied by a copy of the communication which such Holders propose to transmitClass R-3 Interest, then the Certificate Registrar shallrespectively, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held in each case that was evidenced by the Class R Certificate Registrarbeing exchanged.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Chase Manhattan Bank, 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the Depositor, Special Servicer and the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate AdministratorServicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator Servicer resigns or is removed in accordance with the terms hereof, and The Chase Manhattan Bank resigns as Certificate Registrar, the successor certificate administrator Trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. If The Chase Manhattan Bank is removed as Servicer pursuant to an Event of Default described in Section 7.01(a)(v), (vi) or (vii), then The Chase Manhattan Bank shall be terminated as Certificate Registrar and, with respect to its duties as Certificate Registrar, shall immediately be succeeded by the Trustee. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar)Paying Agent, the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make written request The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Servicer, the Trustee, the Paying Agent, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such request states that such Holders desire Certificate to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shallat its office maintained at 000 Xxxx 00xx Xxxxxx, within thirty (30) days after Xxx Xxxx, Xxx Xxxx 00000 or at the receipt of such requestCorporate Trust Office, afford (or cause any other if the Trustee is the Certificate Registrar to afford(the "Registrar Office") together with an assignment and transfer (executed by the requesting Holders access during normal business hours Holder or his duly authorized attorney). Subject to the most recent list requirements of Certificateholders held Sections 5.02(b), (c) and (d), the Certificate Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate RegistrarRegistrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures.

Registration of Transfer and Exchange of Certificates. (a) 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 (located as of the Original Closing Date at Xxxxx Fargo Center, Sixth and Marquette, MAC# X0000-000, Xxxxxxxxxxx, Xxxxxxxxx 55479-0113) may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar Trustee may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ServicersServicer, the Special Servicers Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the TrusteeMaster Servicer, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers Special Servicer and the Special Servicers REMIC Administrator shall each 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. Upon request, the Trustee shall promptly inform, or cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. If three or Certificateholders representing more Holders make written request than 25% of any Class of Certificates (hereinafter referred to as "applicants") apply in writing to the Certificate RegistrarTrustee, and such request application states that such Holders the applicants desire to communicate with other Holders Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders applicants propose to transmit, then the Certificate Registrar Trustee shall, within thirty (30) days five Business Days after the receipt of such requestapplication, afford (or cause any other Certificate Registrar to afford) the requesting Holders such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate RegistrarRegistrar and such a list is as of a date more than 90 days prior to the date of receipt of such applicants' request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Chase Manhattan Bank, 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the Depositor, Special Servicer and the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate AdministratorServicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator The Chase Manhattan Bank resigns or is removed in accordance with the terms hereofas Certificate Registrar, the successor certificate administrator Trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. If The Chase Manhattan Bank is removed as Paying Agent, then The Chase Manhattan Bank shall be removed as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make written request The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Servicer, the Trustee, the Paying Agent, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such request states that such Holders desire Certificate to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shallat its office maintained at 000 Xxxx 00xx Xxxxxx, within thirty 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (30the "Registrar Office") days after together with an assignment and transfer (executed by the receipt Holder or his duly authorized attorney). Subject to the requirements of such requestSections 5.02(b), afford (or cause any other c) and (d), the Certificate Registrar to afford) shall execute and the requesting Holders access during normal business hours to Authenticating Agent shall duly authenticate in the most recent list name of Certificateholders held the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate RegistrarRegistrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of the The Certificate Registrar shall maintain a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein providedprovided in the Agreement. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein providedprovided in the Agreement. In the event that, subsequent to the Closing Date, the Trustee notifies the Servicer that it is unable to act as Certificate Registrar, the Servicer shall appoint another bank or trust company, having an office or agency located in the Borough of Manhattan, The Certificate Registrar may appointCity of New York, by a written instrument delivered agreeing to act in accordance with the provisions of the Agreement applicable to it, and otherwise acceptable to the Trustee, the Depositor, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as successor Certificate Registrar under the Agreement. The Class B Certificates shall initially be owned by the Seller. No transfer of a Class B Certificate shall be made unless the registration requirements of the Securities Act and any applicable state securities laws are complied with, or such conditions registration of transfer is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and such state securities laws in connection with such registration of such transfer, (i) the Trustee shall require the Class B Certificateholder desiring to effect such registration of transfer and such Certificateholder's prospective transferee to deliver an Opinion of Counsel with respect to the Securities Act and a memorandum of law with respect to any applicable state securities laws acceptable to and in form and substance satisfactory to the Trustee and the Seller upon which the Trustee and the Seller may conclusively rely, to the effect that such registration of transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the Securities Act and such state securities laws or is being made pursuant to the Securities Act and such state securities laws, which Opinion of Counsel and memorandum of law, as the predecessor Certificate Registrar case may prescribebe, provided that the predecessor Certificate Registrar shall not be relieved an expense of the Trustee, the Seller or the Servicer, and (ii) the Trustee shall require the transferee to deliver a Purchaser's Letter to the Seller and the Trustee, which Purchaser's Letter shall not be an expense of the Trustee, the Seller or the Servicer. The Holder of a Class B Certificate desiring to effect such registration of transfer shall, and does hereby agree to, indemnify the Trustee, the Seller and the Servicer against any of its duties or responsibilities hereunder by reason of such appointment. If liability that may result if the Certificate Administrator resigns transfer is not so exempt or is removed not made in accordance with the terms hereofSecurities Act and such state laws. Neither the Seller, the successor certificate administrator shall immediately succeed Servicer nor the Trustee is under any obligation to its duties as Certificate Registrarregister the Class B Certificates under the Securities Act or any state securities laws. The DepositorClass B Certificates, this Agreement and related documents may be amended or supplemented from time to time to modify restrictions on and procedures for resale and other transfer of such Class B Certificates to reflect any change in applicable law or regulation (or the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each have the right to inspect the Certificate Register interpretation thereof) or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as practices relating to the information set forth in the Certificate Register. If three resale or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy transfer of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrarrestricted securities generally.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of a registrar (the "Certificate Registrar Registrar") a register (the "Certificate Register Register") in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. For so long as the Trustee acts as Certificate Registrar, its Corporate Trust Office shall constitute the offices of the Certificate Registrar maintained for such purposes. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company in New York to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The DepositorDepositor and, the Trustee, the Certificate Administrator (if it is not no longer the Certificate Registrar), the Master Servicers and the Special Servicers Trustee shall each 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 three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate Every Certificateholder agrees with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after and the receipt of such request, afford (or cause any other Trustee that neither the Certificate Registrar to afford) nor the requesting Holders access during normal business hours Trustee shall be held accountable by reason of the disclosure of any such information as to the most recent list names and addresses of the Certificateholders held by hereunder, regardless of the Certificate Registrarsource from which such information was derived.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The offices of the Trustee responsible for its duties as initial Certificate Register shall be located, as of the Closing Date, at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Global Securities and Trust Services--LB Commercial Mortgage Trust 2007-C3. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ServicersServicer, the Special Servicers Servicer and (if the Certificate Administrator Trustee is not the Certificate Registrar) the Certificate AdministratorTrustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator Trustee (if it is not no longer the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make written request to the Certificate RegistrarTrustee, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar Trustee shall, within thirty (30) 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar.

Registration of Transfer and Exchange of Certificates. (a) 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 (located as of the Closing Date at [______________________________]) may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar Trustee may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ServicersServicer, the Special Servicers Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, ; provided that the predecessor Certificate Registrar Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the TrusteeMaster Servicer, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers Special Servicer and the Special Servicers REMIC Administrator shall each 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. Upon request, the Trustee shall promptly inform, or cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. If three or Certificateholders representing more Holders make written request than 25% of any Class of Certificates (hereinafter referred to as "applicants") apply in writing to the Certificate RegistrarTrustee, and such request application states that such Holders the applicants desire to communicate with other Holders Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which that such Holders applicants propose to transmit, then the Certificate Registrar Trustee shall, within thirty (30) days [___] Business Days after the receipt of such requestapplication, afford (or cause any other Certificate Registrar to afford) the requesting Holders such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate RegistrarRegistrar and such a list is as of a date more than [__] days prior to the date of receipt of such applicants' request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived.

Registration of Transfer and Exchange of Certificates. (a) 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 (located as of the Closing Date at [______________________________]) may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar Trustee may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ServicersServicer, the Special Servicers Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, ; provided that the predecessor Certificate Registrar Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its predecessor’s duties as Certificate Registrar. The Depositor, the TrusteeMaster Servicer, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers Special Servicer and the Special Servicers REMIC Administrator shall each 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. Upon request, the Trustee shall promptly inform, or cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. If three or Certificateholders representing more Holders make written request than 25% of any Class of Certificates (hereinafter referred to as “applicants”) apply in writing to the Certificate RegistrarTrustee, and such request application states that such Holders the applicants desire to communicate with other Holders Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which that such Holders applicants propose to transmit, then the Certificate Registrar Trustee shall, within thirty (30) days [___] Business Days after the receipt of such requestapplication, afford (or cause any other Certificate Registrar to afford) the requesting Holders such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate RegistrarRegistrar and such a list is as of a date more than [__] days prior to the date of receipt of such applicants’ request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived.

Registration of Transfer and Exchange of Certificates. (a) 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 (located as of the Closing Date at Xxxxx Fargo Bank, N.A., Xxxxx Fargo Center, Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000; Attn: Xxxxxxx Xxxxx Mortgage Investors Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-MKB1) shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ServicersServicer, the Special Servicers Servicer and (if the Certificate Administrator Trustee is not the Certificate Registrar) the Certificate AdministratorTrustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator Trustee (if it is not no longer the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make Upon written request to the Certificate Registrar, and such request states that such Holders desire to communicate of any Certificateholder made for purposes of communicating with other Holders Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmitAgreement, then the Certificate Registrar shall, within thirty (30) days after the receipt of shall promptly furnish such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent Certificateholder with a list of the other Certificateholders held by of record identified in the Certificate RegistrarRegister at the time of the request.

Registration of Transfer and Exchange of Certificates. (a) 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 (located as of the Closing Date at 135 South LaSalle, Suite 1625, Chicago, Illinois 60603) may prescribe, the Certificate Registrar shall provide for the xxx Xxxxxxxxxxx Xxxxxxxxx xxxxx xxxxxxx xxx xxx registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar Trustee may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ServicersServicer, the Special Servicers Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the TrusteeMaster Servicer, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers Special Servicer and the Special Servicers REMIC Administrator shall each 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. Upon request, the Trustee shall promptly inform, or cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. If three or Certificateholders representing more Holders make written request than 25% of any Class of Certificates (hereinafter referred to as "applicants") apply in writing to the Certificate RegistrarTrustee, and such request application states that such Holders the applicants desire to communicate with other Holders Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which that such Holders applicants propose to transmit, then the Certificate Registrar Trustee shall, within thirty (30) days five Business Days after the receipt of such requestapplication, afford (or cause any other Certificate Registrar to afford) the requesting Holders such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate RegistrarRegistrar and such a list is as of a date more than 90 days prior to the date of receipt of such applicants' request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Chase Manhattan Bank, 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the DepositorSpecial Servicer, the Master Servicers, Servicer and the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate AdministratorFiscal Agent, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator Servicer resigns or is removed in accordance with the terms hereof, and The Chase Manhattan Bank resigns as Certificate Registrar, the successor certificate administrator Trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. If The Chase Manhattan Bank is removed as Servicer pursuant to an Event of Default described in Section 7.01(a)(v), (vi) or (vii), then The Chase Manhattan Bank shall be terminated as Certificate Registrar and, with respect to its duties as Certificate Registrar, shall immediately be succeeded by the Trustee. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar)Paying Agent, the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make written request The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Servicer, the Trustee, the Fiscal Agent, the Paying Agent, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such request states that such Holders desire Certificate to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shallat its office maintained at 000 Xxxx 00xx Xxxxxx, within thirty (30) days after Xxx Xxxx, Xxx Xxxx 00000 or at the receipt of such requestCorporate Trust Office, afford (or cause any other if the Trustee is the Certificate Registrar to afford(the "Registrar Office") together with an assignment and transfer (executed by the requesting Holders access during normal business hours Holder or his duly authorized attorney). Subject to the most recent list requirements of Certificateholders held Sections 5.02(b), (c) and (d), the Certificate Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate RegistrarRegistrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator LaSalle Bank National Association, located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603 is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of xxxxxxxxx xxxxxxxxx Xxxxxxxxxxx Xxxxxxxxx xxx xxx xxxxxxx xx registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the Depositor, the Master ServicersFiscal Agent, the Special Servicers Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate AdministratorServicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make written request The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Servicer, the Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such request states that such Holders desire Certificate to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shallat its office maintained at LaSalle Bank National Association, within thirty 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attn: Asxxx Xxxxxx Xxxxxxxxxx Xxxxx Xxxxxxxx Xxxxx--X.X. Xxxxxx Xxxxx Commercial Mortgage Securities Corp., Commercial Mortxxxx Xxxx-Xhxxxxx Certificates, Series 2004-CIBC9 (30the "Registrar Office") days after together with an assignment and transfer (executed by the receipt Holder or his duly authorized attorney). Subject to the requirements of such requestSections 5.02(b), afford (or cause any other c) and (d), the Certificate Registrar to afford) shall execute and the requesting Holders access during normal business hours to Authenticating Agent shall duly authenticate in the most recent list name of Certificateholders held the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate RegistrarRegistrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The offices of the Trustee responsible for its duties as initial Certificate Register shall be located, as of the Closing Date, at 135 South LaSalle, Suite 1625, Chicago, Illinois 60603, Attention: Assex-Xxxxxx Xxxxxxxxxx Xxxxx Xxxxxxxx Xxxxx--Xxxxxxxxx Xxpital Commercial Funding Corp., Commercial Mortgage Trust Series 2003-C2. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ServicersServicer, the Special Servicers Servicer and (if the Certificate Administrator Trustee is not the Certificate Registrar) the Certificate AdministratorTrustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator Trustee (if it is not no longer the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make written request to the Certificate RegistrarTrustee, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar Trustee shall, within thirty (30) 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The offices of the Trustee responsible for its duties as initial Certificate Register shall be located, as of the Closing Date, at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Global Securities and Trust Services Group--LB-UBS Commercial Mortgage Trust 2006-C1. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ServicersServicer, the Special Servicers Servicer and (if the Certificate Administrator Trustee is not the Certificate Registrar) the Certificate AdministratorTrustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator Trustee (if it is not no longer the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make written request to the Certificate RegistrarTrustee, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar Trustee shall, within thirty (30) 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this AgreementThe Certificate Registrar shall keep or cause to be kept, there shall be maintained at the office of the Certificate Registrar or agency maintained pursuant to Section 4.08, a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee shall be the initial "Certificate Administrator is hereby initially appointed Registrar." Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.08, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and hereby agrees deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to act in accordance with be exchanged at the terms hereof) as office or agency maintained pursuant to Section 4.08. Every Certificate Registrar presented or surrendered for the purpose registration of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, transfer or exchange shall be accompanied by a written instrument delivered of transfer in form, attached to the Trusteeform of Certificate attached hereto as Exhibit A, or such other form satisfactory to the DepositorNote Insurer, or, upon the Master Servicersoccurrence and continuation of a Note Insurer Default, satisfaction of the Special Servicers and (if Rating Agency Condition, duly executed by the Certificate Administrator is not Certificateholder or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Certificates, but the Certificate Registrar) Owner Trustee or the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescriberequire payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The preceding provisions of this Section 4.04 notwithstanding, provided that the predecessor Certificate Registrar shall not be relieved register transfers or exchanges of any Certificates for a period of its duties or responsibilities hereunder by reason of such appointmentfifteen (15) days preceding the Payment Date with respect to the Certificates. If Notwithstanding anything contained herein to the Certificate Administrator resigns or is removed in accordance with the terms hereofcontrary, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each 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 neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the information Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth in as Exhibit C hereto and shall promptly notify the Certificate Register. If three or more Holders make written request to party delivering the Certificate Registrar, and same if such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate RegistrarInvestment Letter does not so conform.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The offices of the Trustee responsible for its duties as initial Certificate Register shall be located, as of the Closing Date, at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Global Securities and Trust Services Group--LB-UBS Commercial Mortgage Trust 2005-C5. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ServicersServicer, the Special Servicers Servicer and (if the Certificate Administrator Trustee is not the Certificate Registrar) the Certificate AdministratorTrustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator Trustee (if it is not no longer the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make written request to the Certificate RegistrarTrustee, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar Trustee shall, within thirty (30) 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The For so long as the Trustee acts as Certificate Registrar, its Corporate Trust Office shall constitute the office of the Certificate Registrar maintained for such purposes. The Trustee may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ServicersServicer, the Special Servicers Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Tax Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the TrusteeMaster Servicer, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers Special Servicer and the Special Servicers Tax Administrator shall each 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 three Upon request, the Trustee shall promptly inform, or more Holders make written request cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. In the event that any Certificateholder (hereinafter referred to as the "applicant") applies in writing to the Certificate RegistrarTrustee, and such request application states that such Holders desire the applicant desires to communicate with other Holders Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose applicant proposes to transmit, then the Certificate Registrar Trustee shall, within thirty five (305) days Business Days after the receipt of such requestapplication, afford (or cause any other Certificate Registrar to afford) the requesting Holders such applicant access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate RegistrarRegistrar and such a list is as of a date more than 90 days prior to the date of receipt of such applicant's request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicant access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived.

Registration of Transfer and Exchange of Certificates. (a) 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 (located as of the Closing Date at Wells Fargo Center, Sixth and Marquette, Minneapolis, Minnesota 55479-0000) may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar Trustee may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administratorother parties hereto, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar Trustee may prescribe, ; provided that the predecessor Certificate Registrar Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders Certificateholders make a written request to the Certificate RegistrarTrustee, and such request states that such Holders Certificateholders desire to communicate with other Holders Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which that such Holders requesting Certificateholders propose to transmit, then the Certificate Registrar Trustee shall, within thirty (30) 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders Certificateholders access during normal business hours to, or deliver to the requesting Certificateholders a copy of, the most recent list of Certificateholders held by the Certificate RegistrarRegistrar (which list shall be current as of a date no earlier than 30 days prior to the Trustee's receipt of such request). Every Certificateholder, 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 Certificateholder regardless of the source from which such information was derived.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The offices of the Trustee responsible for its duties as initial Certificate Register shall be located, as of the Closing Date, at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Global Securitization Trust Services Group - LB-UBS Commercial Mortgage Trust 2005-C1. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ServicersServicer, the Special Servicers Servicer and (if the Certificate Administrator Trustee is not the Certificate Registrar) the Certificate AdministratorTrustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator Trustee (if it is not no longer the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make written request to the Certificate RegistrarTrustee, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar Trustee shall, within thirty (30) 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Wells Fargo Bank, N.A., Wells Fargo Center, Sixth Street and Marquettx Xxxnue, Minneapolis, Mxxxxxota 55479, Attexxxxx: Xxxxxxxxx Xxxxx Xxxxxxxx (XXXX) (XX Xxxxxxxxxx Xxxxxxxx Corporation, Commercial Mortgage Pass-Through Certificates, Series 2007-C1) is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate AdministratorServicers, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers Servicer shall each 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 three or more Holders make written request The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Servicers, the Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such request states that such Holders desire Certificate to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shallat its office maintained at Wells Fargo Center, within thirty Sixth Street and Marquette Avenue, Minneapolis, Mxxxxxota 55479, Attexxxxx: Xxxxxxxxx Xxxxx Xxxxxxxx (30XXXX) days after (XX Xxxxxxxxxx Xxxxxxxx Corporation, Commercial Mortgage Pass-Through Certificates, Series 2007-C1) (the receipt "Registrar Office") together with an assignment and transfer (executed by the Holder or his duly authorized attorney). Subject to the requirements of such requestSections 5.02(b), afford (or cause any other c) and (d), the Certificate Registrar to afford) shall execute and the requesting Holders access during normal business hours to Authenticating Agent shall duly authenticate in the most recent list name of Certificateholders held the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate RegistrarRegistrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures.

Registration of Transfer and Exchange of Certificates. (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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Trustee shall each 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 three or more Holders make any Certificateholder makes written request to the Certificate Registrar, and such request states that such Holders desire Certificateholder desires to communicate with other Holders Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which that such Holders propose Certificateholder proposes to transmit, then the Certificate Registrar shall, within thirty (30) 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders Certificateholder access during normal business hours to, or deliver to the requesting Certificateholder a copy of, the most recent list of Certificateholders 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 Certificateholder, 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 Certificateholder regardless of the source from which such information was derived.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there The Certificate Registrar shall cause to be maintained kept at the office of the Certificate Registrar Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby Trustee shall initially appointed (and hereby agrees to act in accordance with the terms hereof) serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph and, in the case of a Class R Certificate, upon satisfaction of the conditions set forth below, the Trustee on behalf of the Trust shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. 122 At the option of the Certificateholders, Certificates may appointbe exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute on behalf of the Trust and authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument delivered of transfer satisfactory to the Trustee, the Depositor, the Master Servicers, the Special Servicers Trustee and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each 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 duly executed by, the information set forth Holder thereof or his attorney duly authorized in the Certificate Registerwriting. If three or more Holders make written request to the Certificate RegistrarIn addition, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under each Class R Certificate, the Certificates holder thereof may exchange, in the manner described above, such Class R Certificate for three separate certificates, each representing such holder's respective Percentage Interest in the Class R-1 Interest, the Class R-2 Interest and is accompanied by a copy of the communication which such Holders propose to transmitClass R-3 Interest, then the Certificate Registrar shallrespectively, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held in each case that was evidenced by the Class R Certificate Registrarbeing exchanged.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The offices of the Trustee responsible for its duties as initial Certificate Register shall be located, as of the Closing Date, at 135 South LaSalle, Suite 1625, Chicago, Illinois 60603, Attention: Xxxxxx Xxxxxxxxxx xxx Xxxxx Xxxxxxxx--Xxxxxxxxx Xxxxxxl Commercial Funding Corp., Commercial Mortgage Trust Series 2006-GG7. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ServicersServicer, the Special Servicers Servicer and (if the Certificate Administrator Trustee is not the Certificate Registrar) the Certificate AdministratorTrustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator Trustee (if it is not no longer the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make written request to the Certificate RegistrarTrustee, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar Trustee shall, within thirty (30) 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar.

Registration of Transfer and Exchange of Certificates. (a) 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 (located as of the Closing Date at the Corporate Trust Office of the Certificate Administrator) shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master Servicers, the Special Servicers Servicer and (if the Certificate Administrator Trustee is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator Trustee (if it is not no longer the Certificate Registrar), the Master Servicers and the Special Servicers Servicer shall each 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 three or more Holders make Upon written request to the Certificate Registrar, and such request states that such Holders desire to communicate of any Certificateholder made for purposes of communicating with other Holders Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmitAgreement, then the Certificate Registrar shall, within thirty (30) days after the receipt of shall promptly furnish such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent Certificateholder with a list of the other Certificateholders held by of record identified in the Certificate RegistrarRegister at the time of the request.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there The Certificate Registrar shall cause to be maintained kept at the office of the Certificate Registrar Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby Trustee shall initially appointed (and hereby agrees to act in accordance with the terms hereof) serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph and, in the case of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trustee on 123 behalf of the Trust shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest. At the option of the Certificateholders, Certificates may appointbe exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute on behalf of the Trust and authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument delivered of transfer satisfactory to the Trustee, the Depositor, the Master Servicers, the Special Servicers Trustee and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each 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 duly executed by, the information set forth Holder thereof or his attorney duly authorized in the Certificate Registerwriting. If three or more Holders make written request to the Certificate RegistrarIn addition, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under each Residual Certificate, the Certificates holder thereof may exchange, in the manner described above, such Class R Certificate for two separate certificates, each representing such holder's respective Percentage Interest in the Class R-1 Interest, the Class R-2 Interest and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held Class R-3 Interest that was evidenced by the Class R Certificate Registrarbeing exchanged.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby Wells Fargo Bank,. N.A., located at Wells Fargo Center, Sixth Street and Xxxxuette Avenue, Minneapolis, Minnxxxxx 55479, Attentixx: Xxxxxxxxx Xxxxx Xxxxxxxx - X.X. Xxxxxx 0000-XXX00, xx xxxxxy initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the Registxxx xxx xxx purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the DepositorCo-Trustee, the Special Servicer and the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers Servicer shall each 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 three or more Holders make written request The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Master Servicers, the Trustee, the Co-Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such request states that such Holders desire Certificate to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shallat its office maintained at Wells Fargo Bank, within thirty N.A., Wells Fargo Center, Sixth Street and Marquette Axxxxx, Minneapolis, Minnxxxxx 55479, Attentixx: Xxxxxxxxx Xxxxx Xxxxxxxx - X.X. Xxxxxx 0000-XXX00 (30xxx "Xxxistrar Office") days after together with an assignmxxx xxx xxxnsfer (executed by the receipt Holder or his duly authorized attorney). Subject to the requirements of such requestSections 5.02(b), afford (or cause any other c) and (d), the Certificate Registrar to afford) shall execute and the requesting Holders access during normal business hours to Authenticating Agent shall duly authenticate in the most recent list name of Certificateholders held the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Definitive Certificate being surrendered. Such Certificates shall be delivered by the Certificate RegistrarRegistrar in accordance with Section 5.02(e). Each Certificate surrendered for registration of transfer shall be canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The offices of the Trustee responsible for its duties as initial Certificate Register shall be located, as of the Closing Date, at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Global Securitization Trust Services Group - LB-UBS Commercial Mortgage Trust 2004-C7. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ServicersServicer, the Special Servicers Servicer and (if the Certificate Administrator Trustee is not the Certificate Registrar) the Certificate AdministratorTrustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator Trustee (if it is not no longer the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make written request to the Certificate RegistrarTrustee, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar Trustee shall, within thirty (30) 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar.

Registration of Transfer and Exchange of Certificates. (a) 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 (located as of the Closing Date at the Corporate Trust Office), shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of 198 Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the Depositor, Special Servicer and the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate AdministratorServicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, ; provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator Trustee (if it is not no longer the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make Upon written request to the Certificate Registrar, and such request states that such Holders desire to communicate of any Certificateholder made for purposes of communicating with other Holders Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmitAgreement, then the Certificate Registrar shall, within thirty (30) days after the receipt of shall promptly furnish such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent Certificateholder with a list of the other Certificateholders held by of record identified in the Certificate RegistrarRegister at the time of the request.

Registration of Transfer and Exchange of Certificates. (a) 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 (located as of the Closing Date at 100 X. XxXxxxx Street, Suite 1625, Chicago, Illinois 60603, Attention: Asset-Backed Securities Trust Services Group-First Union National Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2002-C1), shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Paying Agent is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the Depositor, Special Servicer and the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate AdministratorServicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or LaSalle Bank National Association is removed in accordance with the terms hereofas Paying Agent, the successor certificate administrator then LaSalle Bank National Association shall immediately succeed to its duties be removed as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make Upon written request to the Certificate Registrar, and such request states that such Holders desire to communicate of any Certificateholder made for purposes of communicating with other Holders Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmitAgreement, then the Certificate Registrar shall, within thirty (30) days after the receipt of shall promptly furnish such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent Certificateholder with a list of the other Certificateholders held by of record identified in the Certificate RegistrarRegister at the time of the request.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The offices of the Trustee responsible for its duties as initial Certificate Register shall be located, as of the Closing Date, at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Global Securities and Trust Services--LB-UBS Commercial Mortgage Trust 2006-C7. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ServicersServicer, the Special Servicers Servicer and (if the Certificate Administrator Trustee is not the Certificate Registrar) the Certificate AdministratorTrustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator Trustee (if it is not no longer the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make written request to the Certificate RegistrarTrustee, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar Trustee shall, within thirty (30) 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The offices of the Trustee responsible for its duties as initial Certificate Register shall be located, as of the Closing Date, at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Global Securities and Trust Services--LB-UBS Commercial Mortgage Trust 2006-C3. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ServicersServicer, the Special Servicers Servicer and (if the Certificate Administrator Trustee is not the Certificate Registrar) the Certificate AdministratorTrustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator Trustee (if it is not no longer the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make written request to the Certificate RegistrarTrustee, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar Trustee shall, within thirty (30) 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar.

Registration of Transfer and Exchange of Certificates. (a) 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 (located as of the Closing Date at 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn.: Structured Finance Services -- CMBS) may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master Servicers, the Special Servicers and Trustee (if the Certificate Administrator Trustee is not the Certificate Registrar) ), the Certificate AdministratorSpecial Servicer and the Master Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator Trustee (if it is not no longer the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make Upon written request to the Certificate Registrar, and such request states that such Holders desire to communicate of any Certificateholder made for purposes of communicating with other Holders Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmitAgreement, then the Certificate Registrar shall, within thirty (30) days after the receipt of shall promptly furnish such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent Certificateholder with a list of the other Certificateholders held by of record identified in the Certificate RegistrarRegister at the time of the request.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The offices of the Trustee responsible for its duties as initial Certificate Register shall be located, as of the Closing Date, at Sixth and Marquette, Minneapolis, Minnesota 55479-0113, Xxxxxxxxx: Xxxxxxxx Xxxxx--XXXXXX CMBS Commercial Mortgage Trust 2007-C2. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ServicersServicer, the Special Servicers Servicer and (if the Certificate Administrator Trustee is not the Certificate Registrar) the Certificate AdministratorTrustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator Trustee (if it is not no longer the Certificate Registrar), the Master Servicers Servicer and the Special Servicers Servicer shall each 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 three or more Holders make written request to the Certificate RegistrarTrustee, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar Trustee shall, within thirty (30) days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar.

Registration of Transfer and Exchange of Certificates. (a) 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 (located as of the Closing Date at the Corporate Trust Office of the Certificate Administrator shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the -220- Master Servicers, the Special Servicers Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate AdministratorTrustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator Registrar (if it is not no longer the Certificate Registrar), ) the Master Servicers and the Special Servicers Servicer shall each 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 three or more Holders make Upon written request to the Certificate Registrar, and such request states that such Holders desire to communicate of any Certificateholder made for purposes of communicating with other Holders Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmitAgreement, then the Certificate Registrar shall, within thirty (30) days after the receipt of shall promptly furnish such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent Certificateholder with a list of the other Certificateholders held by of record identified in the Certificate RegistrarRegister at the time of the request.

Registration of Transfer and Exchange of Certificates. (a) 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 Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the each Master Servicers Servicer and the each Special Servicers Servicer shall each 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. 234 If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) 30 days after the receipt of such request, afford (or cause any other Certificate Registrar to afford) the requesting Holders access during normal business hours to the most recent list of Certificateholders held by the Certificate Registrar.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this AgreementThe Certificate Registrar shall keep or cause to be kept, there shall be maintained at the office of the Certificate Registrar or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as the Certificate Registrar it may prescribe, the Certificate Registrar Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator is hereby initially appointed (and hereby agrees to act in accordance with Owner Trustee shall be the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master Servicers, the Special Servicers and (if the Certificate Administrator is not the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as initial Certificate Registrar. The DepositorIn furtherance of and not in limitation of the foregoing, each Certificateholder, by acceptance of its Certificate, specifically acknowledges that it has no right to or interest in any monies at any time held in the TrusteeTrust A Pre-Funding Account prior to the release of such monies pursuant to Section 8.7(b)(vii) of the Trust A Indenture (other than Trust A Pre-Funding Earnings), such monies being held in trust for the Certificate Administrator (if benefit of the Class A Noteholders and the Note Insurer. Notwithstanding the foregoing, in the event that it is not ever determined that the Certificate Registrar), the Master Servicers and the Special Servicers shall each 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 monies held in the Certificate Register. If three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by Trust A Pre-Funding Account constitute a copy pledge of the communication which such Holders propose to transmitcollateral, then the Certificate Registrar shall, within thirty (30) days after provisions of the receipt of such request, afford (or cause any other Certificate Registrar Trust A Sale and Servicing Agreement shall be considered to afford) constitute a security agreement and the requesting Holders access during normal business hours Sponsor and the Certificateholders hereby grant to the most recent list Indenture Trustee and the Note Insurer a first priority perfected security interest in such amounts. In addition, each Certificateholder, by acceptance of Certificateholders its Certificate, hereby appoints the Sponsor as its agent to pledge a first priority perfected security interest in the Trust A Pre-Funding Account, and any amounts held by therein from time to time to the Certificate RegistrarIndenture Trustee and the Note Insurer and agrees to execute and deliver such instruments of conveyance, assignment, grant, confirmation, etc., as well as any financing statements, in each case as the Note Insurer shall consider reasonably necessary in order to perfect the Indenture Trustee's security interest in the Mortgage Loans.

Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there The Owner Trustee shall cause to be maintained kept at the office of or agency to be maintained pursuant to Section 3.8 by a certificate registrar (the "Certificate Registrar Registrar"), a register (the "Certificate Register Register") in which, subject to such reasonable regulations as the Certificate Registrar it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. JPMorgan Chase shall be the initial Certificate Registrar. In the event that, subsequent to the date of issuance of the Certificates, JPMorgan Chase notifies the Owner Trustee that it is unable to act as the Certificate Registrar, the Owner Trustee shall act, or the Owner Trustee shall, with the consent of the Depositor, appoint another bank or trust company, having an office or agency located in The Certificate Administrator is hereby initially appointed (City of New York and hereby which agrees to act in accordance with the terms hereof) provisions of this Agreement applicable to it, to act, as successor Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein providedunder this Agreement. The Owner Trustee may revoke such appointment and remove JPMorgan Chase as the Certificate Registrar may appoint, by a if the Owner Trustee determines in its sole discretion that JPMorgan Chase failed to perform its obligations under this Agreement in any material respect. JPMorgan Chase shall be permitted to resign as the Certificate Registrar upon 30 days' written instrument delivered notice to the Owner Trustee, the Depositor and the Issuer; provided, however, that such resignation shall not be effective and JPMorgan Chase shall continue to perform its duties as the Certificate Registrar until the Owner Trustee has appointed a successor Certificate Registrar with the consent of the Depositor. An institution succeeding to the corporate agency business of the Certificate Registrar shall continue to be the Certificate Registrar without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Certificate Registrar. Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the Master ServicersOwner Trustee shall execute, the Special Servicers authenticate and (if the Certificate Administrator Registrar is not different than the Certificate Registrar) the Certificate Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Administrator resigns or is removed in accordance with the terms hereof, the successor certificate administrator shall immediately succeed to its duties as Certificate Registrar. The Depositor, the Owner Trustee, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers and the Special Servicers shall each 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 three or more Holders make written request to the Certificate Registrar, and such request states that such Holders desire to communicate with other Holders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders propose to transmit, then the Certificate Registrar shall, within thirty (30) days after the receipt of such request, afford deliver (or shall cause JPMorgan Chase as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like class and aggregate face amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Holder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Whenever any Certificate is surrendered for exchange, the Owner Trustee shall execute, authenticate and (if the Certificate Registrar is different than the Owner Trustee, then the Certificate Registrar shall) deliver the Certificates which the Certificateholder making the exchange is entitled to afford) the requesting Holders access during normal business hours receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the most recent list of Certificateholders held Owner Trustee and the Certificate Registrar duly executed by the Holder, which signature on such assignment must be guaranteed by a member of the New York Stock Exchange or a commercial bank or trust company. Each Certificate Registrarsurrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

Registration of Transfer and Exchange of Certificates. (a) 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 (located as of the Closing Date at 000 Xxxxx XxXxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 60674) may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Administrator Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar Trustee may appoint, by a written instrument delivered to the Trustee, the Depositor, the Master ServicersServicer, the Special Servicers Servicer and (if the Certificate Administrator is not the Certificate Registrar) the Certificate REMIC Administrator, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. If the Certificate Administrator Trustee resigns or is removed in accordance with the terms hereof, the successor certificate administrator trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor, the TrusteeMaster Servicer, the Certificate Administrator (if it is not the Certificate Registrar), the Master Servicers Special Servicer and the Special Servicers REMIC Administrator shall each 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. Upon request, the Trustee shall promptly inform, or cause the Certificate Registrar to inform, the Master Servicer or the Special Servicer, as applicable, of the identity of all Certificateholders of the Controlling Class. If three or Certificateholders representing more Holders make written request than 25% of any Class of Certificates (hereinafter referred to as "applicants") apply in writing to the Certificate RegistrarTrustee, and such request application states that such Holders the applicants desire to communicate with other Holders Certificateholders with respect to their rights under this Agreement or under the Certificates and is accompanied by a copy of the communication which such Holders applicants propose to transmit, then the Certificate Registrar Trustee shall, within thirty five (305) days Business Days after the receipt of such requestapplication, afford (or cause any other Certificate Registrar to afford) the requesting Holders such applicants access during normal business hours to the most recent list of Certificateholders held by the Trustee. If the Trustee is no longer the Certificate RegistrarRegistrar and such a list is as of a date more than ninety (90) days prior to the date of receipt of such applicants' request, the Trustee shall promptly request from the Certificate Registrar a current list as provided above, and shall afford such applicants access to such list promptly upon receipt. Every Certificateholder, by receiving and holding such list, agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived.