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

Registration and Transfer of Trust Certificates. (a) The Owner Trustee shall maintain at its office referred to in Section 2.02 hereof, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register showing a record of the initial issuance of Trust Certificates, a record of each Transfer of Trust Certificates including the time and date thereof, the names of the Owners of the Trust Certificates and their respective Ownership Percentages. Prior to due presentment for registration of Transfer of any Trust Certificate, the Owner Trustee may treat the person in whose name any Trust Certificate is registered as the owner of such Trust Certificate for the purpose of receiving payments on such Trust Certificate pursuant to Sections 6.02 and 6.06 hereof and for all other purposes whatsoever, whether or not the Owner Trustee shall have notice to the contrary. (For purposes of this Agreement, due presentment of a Trust Certificate requires presentation of all documents and instruments required by this Agreement as a condition to the registration of the Transfer of the Ownership Percentage evidenced by such Trust Certificate.) No service charge shall be made to an Owner for any registration of Transfer of a Trust Certificate, but the Owner Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of Transfer of a Trust Certificate and any reasonable expenses of the Owner Trustee (including reasonable fees and expenses of counsel). (b) Subject to the provisions of Section 4.03 hereof, the Owner of any Trust Certificate may Transfer all or any portion of the Ownership Percentage evidenced by such Trust Certificate upon the surrender of such Trust Certificate to the Owner Trustee or its agent accompanied by the written consent required pursuant to Section 4.03 hereof. Promptly upon the receipt of such documents, (i) the Owner Trustee shall cancel any Trust Certificate surrendered for Transfer; (ii) if applicable, the Owner Trustee shall issue to the Transferor a new Trust Certificate representing an Ownership Percentage equal to the Ownership Percentage retained by the Transferor and dated the date of such Transfer; (iii) the Owner Trustee shall issue to each Transferee a new Trust Certificate representing an Ownership Percentage equal to the Ownership Percentage that was Transferred to such Transferee and dated the date of such Transfer; and (iv) the Owner Trustee shall register the new Trust Certificates in the name of the Transferor (if applicable) and each Transferee and record their respective Ownership Percentages existing after the Transfer in accordance with Section 4.02(a) hereof. Other than as provided in this paragraph (b), an Owner shall not have the right to surrender its Trust Certificate in exchange for two or more Trust Certificates evidencing lesser Ownership Interests. (c) Upon Transfer of all of an Owner’s Ownership Interest, the Transferor shall be released from all of the duties, liabilities and obligations of an Owner under this Agreement arising from and after the time of such Transfer; provided, however, that the Transferor shall remain obligated with respect to all duties, liabilities and obligations under this Agreement arising during the period commencing on the date such Owner became registered as an Owner in accordance with this Section 4.02 and terminating at the time such Transfer becomes effective in accordance with this Section 4.02, and the Transferee shall assume in writing all duties, liabilities and obligations of an Owner under this Agreement arising from and after the time of such Transfer (subject to any subsequent Transfers by it in accordance with the terms and conditions hereof). (d) Upon reasonable notice, each Owner shall have the right to inspect the register of Trust Certificates during business hours of the Owner Trustee for the purpose, among other things, of communicating with the other Owners.

Registration and Transfer of Trust Certificates. (ai) The Owner Trustee Person who shall maintain the Trust’s certificate register shall be referred to herein as the “Registrar.” The Registrar shall maintain at its office referred to in Section 2.02 hereof, or at a certificate register for the office of any agent appointed by it registration and approved in writing by the Owners at the time of such appointment, a register showing a record of the initial issuance of Trust Certificates, a record of each Transfer transfer of Trust Certificates as herein provided. The Grantor shall be the initial Registrar. (ii) A Holder may transfer all or any portion of the beneficial interest in the Trust evidenced by such Holder’s Trust Certificate upon surrender thereof to the Registrar accompanied by a written instrument of transfer in form satisfactory to the Registrar duly executed by such Holder. In addition any transferee of a Trust Certificate shall execute and deliver to the Registrar (1) a letter, in a form and substance satisfactory to the Registrar, agreeing to be bound by the terms of this Agreement and (2) if requested by the Registrar, a written opinion of counsel in form and substance satisfactory to the Registrar to the effect that the proposed transfer may be effected without registration under any state or Federal securities laws. (iii) Upon receipt of the documents set forth in Section 3(e)(ii) above, including the time and date thereof, the names surrender of the Owners of the Trust Certificates and their respective Ownership Percentages. Prior to due presentment for registration of Transfer of any Trust Certificate, the Owner Trustee Registrar shall record in the certificate register the name of the designated transferee as a Holder and shall execute on behalf of the Trust, authenticate, deliver and issue to such transferee a new Trust Certificate evidencing the Ownership Interests transferred to the transferee. Subsequent to a transfer and upon the issuance of the new Trust Certificate, the Registrar shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Registrar may treat the person Person in whose name any Trust Certificate is registered as the sole owner of such Trust Certificate for the purpose of receiving payments on such Trust Certificate pursuant to Sections 6.02 and 6.06 hereof and for all other purposes whatsoever, whether or not the Owner Trustee shall have notice to the contrary. (For purposes of this Agreement, due presentment of a Trust Certificate requires presentation of all documents and instruments required by this Agreement as a condition to the registration of the Transfer of the Ownership Percentage Interests in the Trust evidenced by such Trust Certificate. (iv) No service charge shall be made to an Owner for any registration of Transfer transfer or exchange of a Trust CertificateCertificates, but the Owner Trustee Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of Transfer of a Trust Certificate and any reasonable expenses of the Owner Trustee (including reasonable fees and expenses of counsel). (b) Subject to the provisions of Section 4.03 hereof, the Owner of any Trust Certificate may Transfer all transfer or any portion of the Ownership Percentage evidenced by such Trust Certificate upon the surrender of such Trust Certificate to the Owner Trustee or its agent accompanied by the written consent required pursuant to Section 4.03 hereof. Promptly upon the receipt of such documents, (i) the Owner Trustee shall cancel any Trust Certificate surrendered for Transfer; (ii) if applicable, the Owner Trustee shall issue to the Transferor a new Trust Certificate representing an Ownership Percentage equal to the Ownership Percentage retained by the Transferor and dated the date of such Transfer; (iii) the Owner Trustee shall issue to each Transferee a new Trust Certificate representing an Ownership Percentage equal to the Ownership Percentage that was Transferred to such Transferee and dated the date of such Transfer; and (iv) the Owner Trustee shall register the new Trust Certificates in the name of the Transferor (if applicable) and each Transferee and record their respective Ownership Percentages existing after the Transfer in accordance with Section 4.02(a) hereof. Other than as provided in this paragraph (b), an Owner shall not have the right to surrender its Trust Certificate in exchange for two or more Trust Certificates evidencing lesser Ownership Interests. (c) Upon Transfer of all of an Owner’s Ownership Interest, the Transferor shall be released from all of the duties, liabilities and obligations of an Owner under this Agreement arising from and after the time of such Transfer; provided, however, that the Transferor shall remain obligated with respect to all duties, liabilities and obligations under this Agreement arising during the period commencing on the date such Owner became registered as an Owner in accordance with this Section 4.02 and terminating at the time such Transfer becomes effective in accordance with this Section 4.02, and the Transferee shall assume in writing all duties, liabilities and obligations of an Owner under this Agreement arising from and after the time of such Transfer (subject to any subsequent Transfers by it in accordance with the terms and conditions hereof). (d) Upon reasonable notice, each Owner shall have the right to inspect the register of Trust Certificates during business hours of the Owner Trustee for the purpose, among other things, of communicating with the other OwnersCertificates.

Registration and Transfer of Trust Certificates. (a) The Owner Trustee shall maintain at its office referred to in Section 2.02 hereof, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register showing a record of the initial issuance of Trust Certificates, a record of each Transfer of Trust Certificates including the time and date thereof, the names of the Owners of the Trust Certificates and their respective Ownership Percentages. Prior to due presentment for registration of Transfer of any Trust Certificate, the Owner Trustee may treat the person in whose name any Trust Certificate is registered as the owner of such Trust Certificate for the purpose of receiving payments on such Trust Certificate pursuant to Sections 6.02 and 6.06 hereof and for all other purposes whatsoever, whether or not the Owner Trustee shall have notice to the contrary. (For purposes of this Agreement, due presentment of a Trust Certificate requires presentation of all documents and instruments required by this Agreement as a condition to the registration of the Transfer of the Ownership Percentage evidenced by such Trust Certificate.) No service charge shall be made to an Owner for any registration of Transfer of a Trust Certificate, but the Owner Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of Transfer of a Trust Certificate and any reasonable expenses of the Owner Trustee (including reasonable fees and expenses of counsel). (b) Subject to the provisions of Section 4.03 hereof, the Owner of any Trust Certificate may Transfer all or any portion of the Ownership Percentage evidenced by such Trust Certificate upon the surrender of such Trust Certificate to the Owner Trustee or its agent accompanied by the written consent required pursuant to Section 4.03 hereof. Promptly upon the receipt of such documents, (i) the Owner Trustee shall cancel any Trust Certificate surrendered for Transfer; (ii) if applicable, the Owner Trustee shall issue to the Transferor a new Trust Certificate representing an Ownership Percentage equal to the Ownership Percentage retained by the Transferor and dated the date of such Transfer; (iii) the Owner Trustee shall issue to each Transferee a new Trust Certificate representing an Ownership Percentage equal to the Ownership Percentage that was Transferred to such Transferee and dated the date of such Transfer; and (iv) the Owner Trustee shall register the new Trust Certificates in the name of the Transferor (if applicable) and each Transferee and record their respective Ownership Percentages existing after the Transfer in accordance with Section 4.02(a) hereof. Other than as provided in this paragraph (b), an Owner shall not have the right to surrender its Trust Certificate in exchange for two or more Trust Certificates evidencing lesser Ownership Interests. (c) Upon Transfer of all of an Owner’s 's Ownership Interest, the Transferor shall be released from all of the duties, liabilities and obligations of an Owner under this Agreement arising from and after the time of such Transfer; provided, however, that the Transferor shall remain obligated with respect to all duties, liabilities and obligations under this Agreement arising during the period commencing on the date such Owner became registered as an Owner in accordance with this Section 4.02 and terminating at the time such Transfer becomes effective in accordance with this Section 4.02, and the Transferee shall assume in writing all duties, liabilities and obligations of an Owner under this Agreement arising from and after the time of such Transfer (subject to any subsequent Transfers by it in accordance with the terms and conditions hereof). (d) Upon reasonable notice, each Owner shall have the right to inspect the register of Trust Certificates during business hours of the Owner Trustee for the purpose, among other things, of communicating with the other Owners.

Registration and Transfer of Trust Certificates. (a) The Owner Trustee shall maintain at its office referred to in Section 2.02 hereof, or at the office of any agent appointed by it and approved in writing by the Majority Owners at the time of such appointment, a register showing a record of the initial issuance of Trust Certificates, a record of each Transfer of Trust Certificates including the time and date thereof, the names of the Owners of the Trust Certificates and their respective Ownership Percentages. Prior to due presentment for satisfaction of all conditions precedent to registration of Transfer of any Trust CertificateCertificate pursuant to Section 3.02 (b), the Owner Trustee may treat the person in whose name any Trust Certificate is registered as the owner of such Trust Certificate for the purpose of receiving payments on such Trust Certificate pursuant to Sections 6.02 and 6.06 hereof and for all other purposes whatsoever, whether or not the Owner Trustee shall have notice to the contrary. (For purposes of this Agreement, due presentment of a Trust Certificate requires presentation of all documents and instruments required by this Agreement as a condition to the registration of the Transfer of the Ownership Percentage evidenced by such Trust Certificate.) No service charge shall be made to an Owner for any registration of Transfer of a Trust Certificate, but the Owner Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of Transfer of a Trust Certificate and any reasonable expenses of the Owner Trustee (out-of-pocket expenses, including reasonable fees and expenses of counsel), if any. (b) No transfer of a Trust Certificate shall be effective unless made in accordance with this Section 3.02. No Transfer of a Trust Certificate shall be made unless such Transfer is made pursuant to an effective registration statement under the Securities Act, or is exempt from the registration requirements of the Securities Act. Neither the Depositor nor the Owner Trustee is obligated to register the Trust Certificates under the Securities Act or any other securities law. In the event of a Transfer to a party other than an Affiliate of the Depositor, the Owner Trustee may request a written opinion of counsel in form and substance satisfactory to the Owner Trustee stating that such Transfer is exempt from the Securities Act and any applicable state securities law, which opinion of counsel shall not be at the expense of the Owner Trustee. (c) Subject to the provisions of Section 4.03 3.02(b) and Section 3.03 hereof, the Owner of any Trust Certificate may Transfer all or any portion of the Ownership Percentage Interest evidenced by such Trust Certificate upon the surrender of such Trust Certificate to the Owner Trustee or its agent accompanied and upon receipt by the written consent required pursuant to Section 4.03 hereofOwner Trustee of a transferee letter in the form of Annex II hereto. Promptly upon the receipt by the Owner Trustee of such documentsa transferee letter in the form of Annex II hereto, (i) the Owner Trustee shall cancel any such Trust Certificate surrendered for TransferCertificate; (ii) if applicable, the Owner Trustee shall issue to the Transferor a new Trust Certificate representing an Ownership Percentage Interest equal to the Ownership Percentage retained by the Transferor and dated the date of such Transfer; (iii) the Owner Trustee shall issue to each the Transferee a new Trust Certificate representing an Ownership Percentage Interest equal to the Ownership Percentage that was Transferred to such Transferee and dated the date of such Transfer; and (iv) the Owner Trustee shall register the new Trust Certificates in the name of the Transferor (if applicable) and each Transferee and record their respective Ownership Percentages Interests existing after the Transfer in accordance with Section 4.02(a) hereof3.02(a). Other than as provided in this paragraph (b), an Owner shall not have the right to surrender its Trust Certificate in exchange for two or more Trust Certificates evidencing lesser Ownership Interests. (c) Upon any Transfer of all of an Owner’s 's Ownership Interest, the Transferor shall be released from all of the duties, liabilities and obligations of an Owner owner under this Agreement arising from and after the time of such Transfer; provided, however, that the Transferor -------- ------- shall remain obligated with respect to all duties, liabilities duties and obligations under this Agreement arising during the period commencing on the date such Owner became registered as an Owner in accordance with this Section 4.02 3.02 and Section 3.03 hereof and terminating at on the time date such Transfer becomes effective in accordance with this Section 4.023.02 and Section 3.03 hereof, and the Transferee shall assume in writing all duties, liabilities and obligations of an Owner under this Agreement arising from and after the time of such Transfer (subject in proportion to any subsequent Transfers the Ownership Interest acquired by it in accordance with the terms and conditions hereof)such Transferee. (d) Upon reasonable notice, each Owner shall have the right to inspect the register of Trust Certificates during business hours of the Owner Trustee for the purpose, among other things, of communicating with the other Owners.