Common use of Registration of and Limitations on Transfers and Exchanges of the Ownership Certificates Clause in Contracts

Registration of and Limitations on Transfers and Exchanges of the Ownership Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Ownership Certificates and of transfers and exchanges of the Ownership Certificates as herein provided; provided, however, that no Ownership Certificate shall be issued in any such transfer and exchange representing less than a 10% Percentage Interest in the Ownership Certificates. The Securities Administrator shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee, with the consent of the Depositor, shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon surrender for registration of transfer of any Ownership Certificates at the office or agency maintained pursuant to Section 3.07, the Owner Trustee shall execute, authenticate and deliver (or cause the Certificate Registrar as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Ownership Certificates evidencing in aggregate the Percentage Interest of the Ownership Certificates so surrendered and dated the date of authentication by the Owner Trustee or the Certificate Registrar. At the option of the Holder, Ownership Certificates may be exchanged for other Ownership Certificates evidencing in the aggregate the Percentage Interest of the Ownership Certificate to be surrendered in such an exchange at the office or agency maintained pursuant to Section 3.07. Every Ownership Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or such Holder’s attorney duly authorized in writing. Each Ownership Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Ownership Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the Ownership Certificates or any other expense arising as a result of any registration of transfer or exchange. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of any Ownership Certificates for a period of 15 days preceding the due date for any payment with respect to the Ownership Certificates. No transfer of any Ownership Certificates shall be made unless such transfer is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with said Act and laws. Except in the case of the initial transfer to the Initial Holder, in the event of any such transfer, the Certificate Registrar or the Depositor shall prior to such transfer require the transferee to execute (i) an investment letter (in the form attached hereto as Exhibit C-1) certifying to the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar and the Depositor that such transferee is a “qualified institutional buyer” under Rule 144A under the Securities Act or (ii) an investment letter (in the form attached hereto as Exhibit C-2) certifying to the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar and the Depositor that such transferee is an “accredited investor” (as defined in Rule 501(a)(1) (2), (3) or (7) of the Securities Act), and any expense associated with the preparation and execution of any such investment letter shall not be an expense of the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar or the Depositor. A Holder of an Ownership Certificate desiring to effect the transfer of any Ownership Certificates shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar and the Depositor against any and all liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. The Initial Holder will be (i) the initial Certificateholder of a 100% Percentage Interest in the Ownership Certificates and (ii) the initial Note Owner of a 100% Percentage Interest in each of the Privately Offered Notes. The Initial Holder (or any other Certificateholder or Note Owner of the Privately Offered Notes) is hereby prohibited from transferring any beneficial ownership interest in the Ownership Certificate or any Privately Offered Notes, except as provided in this Section 3.03 and Sections 2.03 and 2.04 of the Indenture. No sale, transfer, pledge or other disposition of any beneficial ownership interest in the Ownership Certificates may be effectuated, and the Certificate Registrar shall refuse to register any such sale, transfer, pledge or other disposition except if (a) the transferee delivers to the Owner Trustee, the Indenture Trustee and the Certificate Registrar an Opinion of Counsel (which shall not be an expense of the Owner Trustee, the Indenture Trustee or the Certificate Registrar) that the sale, transfer or other disposition of the Ownership Certificates will not result in the Trust becoming subject to tax for federal income tax purposes or (b) such sale, transfer, pledge or other disposition is in conjunction with a simultaneous sale or transfer of an equal Percentage Interest in all classes of the Privately Offered Notes then Outstanding (as defined in the Indenture). In connection with any transfer of all or a portion of the Ownership Certificates pursuant to clause (b) of the immediately preceding sentence, the transferee shall certify to the Certificate Registrar, the Owner Trustee and the Indenture Trustee in an investment letter substantially in the form attached hereto as Exhibit C-1 or Exhibit C-2, as applicable, that such transfer has been made in accordance with clause (b) and shall agree to indemnify the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar and the Depositor against any liability that may result if the transfer was made in contravention of clause (b). Except in the case of the initial transfer to the Initial Holder, no transfer of any Ownership Certificates shall be made unless the Certificate Registrar shall have received a representation letter (substantially in the form attached hereto as Exhibit C-1 or Exhibit C-2, as applicable) from the proposed transferee of such Ownership Certificates to the effect that such proposed transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA, or Section 4975 of the Code, or any substantially similar applicable law, or a Person acting on behalf of or using the assets of any such plan, which representation letter shall not be an expense of the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar or the Depositor. The Trust shall cause each Ownership Certificate to contain a legend, substantially in the form of the applicable legends provided in Exhibit A hereto, stating that transfer of such Ownership Certificate is subject to certain restrictions and referring prospective purchasers of the Ownership Certificates to this Section 3.03 with respect to such restrictions. Notwithstanding anything to the contrary herein, no transfer, pledge or encumbrance of any Ownership Certificates shall be made to any Person unless the Owner Trustee and the Certificate Registrar have received an Opinion of Counsel (which shall not be an expense of the Owner Trustee or the Certificate Registrar) to the effect that such transfer, pledge or encumbrance would not have any adverse effect of the status of the Notes (other than the Privately Offered Notes) as debt for federal income tax purposes and would not result in the Trust’s becoming taxable for federal income tax purposes. If any purported transferee shall become a Holder in violation of the provisions of this Section, then upon receipt of written notice to the Certificate Registrar and the Certificate Paying Agent that the registration of transfer of the Ownership Certificates to such Holder was not in fact permitted by this Section, then the transfer to that Holder shall be void ab initio and the last preceding Holder that was and that continues to be an eligible Holder in accordance with the provisions of this Section shall be restored to all rights as Holder thereof retroactive to the date of such registration of transfer of such Ownership Certificates. The Certificate Registrar shall be under no liability to any Person for any registration of transfer of any Ownership Certificates that is in fact not permitted by this Section, for making any payment due on such Ownership Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered upon receipt of the Opinion of Counsel described in the immediately preceding paragraph.

Registration of and Limitations on Transfers and Exchanges of the Ownership Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.7, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Ownership Certificates and of transfers and exchanges of the Ownership Certificates as herein provided; provided, however, that no Ownership Certificate shall be issued in any such transfer and exchange representing less than a 10100% Percentage Interest in such Ownership Certificate, and provided, further, that no Ownership Certificate shall be issued in any such transfer and exchange except in accordance with the Ownership Certificatesprovisions and conditions set forth below in this Section 3.3. The Securities Trust Administrator shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee, with the consent of the Depositor, shall appoint a successor Certificate Registrar. Subject to satisfaction of the conditions set forth below, upon surrender for registration of transfer of any a Ownership Certificates Certificate at the office or agency maintained pursuant to Section 3.073.7, the Owner Trustee shall execute, authenticate and deliver (or cause the Certificate Registrar Trust Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transfereestransferee, one or more a new Ownership Certificates Certificate evidencing in aggregate the Percentage Interest of the Ownership Certificates Certificate so surrendered and dated the date of authentication by the Owner Trustee or the Certificate Registrar. At the option of the Holder, Ownership Certificates may be exchanged for other Ownership Certificates evidencing in the aggregate the Percentage Interest of the Ownership Certificate to be surrendered in such an exchange at the office or agency maintained pursuant to Section 3.07. Every Ownership Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder each Certificateholder or such HolderCertificateholder’s attorney duly authorized in writing. Each Ownership Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the a Ownership CertificatesCertificate, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the a Ownership Certificates Certificate or any other expense arising as a result of any registration of transfer or exchange. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of any a Ownership Certificates Certificate for a period of 15 days preceding the due date for any payment with respect to the such Ownership CertificatesCertificate. No transfer of any a Ownership Certificates Certificate shall be made unless such transfer is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with said Act and laws. Except in the case of the an initial transfer to the an Initial Holder, in the event of any such transfer, the Certificate Registrar or the Depositor shall prior to such transfer require the transferee to execute (i) an investment letter (in the form attached hereto as Exhibit C-1D-1) certifying to the Trust, the Owner Trustee, the Securities Trust Administrator, the Certificate Registrar and the Depositor that such transferee is a “qualified institutional buyer” under Rule 144A under the Securities Act Act, or (ii) an investment letter (in the form attached hereto as Exhibit C-2D-2) certifying to the Trust, the Owner Trustee, the Securities Trust Administrator, the Certificate Registrar and the Depositor that such transferee is an “accredited investor” (as defined in Rule 501(a)(1) ), (2), (3) or (7) of the Securities Act), and any expense associated with the preparation and execution of any such investment letter shall not be an expense of the Trust, the Owner Trustee, the Securities Trust Administrator, the Certificate Registrar or the Depositor. A Holder of an Ownership Certificate Certificateholder desiring to effect the transfer of any a Ownership Certificates Certificate shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Securities Trust Administrator, the Certificate Registrar and the Depositor against any and all liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. The Initial Holder will be (i) the initial Certificateholder of a 100% Percentage Interest in the Ownership Certificates and (ii) the initial Note Owner of a 100% Percentage Interest in each of the Privately Offered Notes. The Initial Holder (or any other Certificateholder or Note Owner of the Privately Offered Notes) is hereby prohibited from transferring any beneficial ownership interest in the Ownership Certificate or any Privately Offered Notes, except as provided in this Section 3.03 and Sections 2.03 and 2.04 of the Indenture. No sale, transfer, pledge or other disposition of any beneficial ownership interest in the Ownership Certificates may be effectuated, and the Certificate Registrar shall refuse to register any such sale, transfer, pledge or other disposition except if (a) the transferee delivers to the Owner Trustee, the Indenture Trustee and the Certificate Registrar an Opinion of Counsel (which shall not be an expense of the Owner Trustee, the Indenture Trustee or the Certificate Registrar) that the sale, transfer or other disposition of the Ownership Certificates will not result in the Trust becoming subject to tax for federal income tax purposes or (b) such sale, transfer, pledge or other disposition is in conjunction with a simultaneous sale or transfer of an equal Percentage Interest in all classes of the Privately Offered Notes then Outstanding (as defined in the Indenture). In connection with any transfer of all or a portion of the Ownership Certificates pursuant to clause (b) of the immediately preceding sentence, the transferee shall certify to the Certificate Registrar, the Owner Trustee and the Indenture Trustee in an investment letter substantially in the form attached hereto as Exhibit C-1 or Exhibit C-2, as applicable, that such transfer has been made in accordance with clause (b) and shall agree to indemnify the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar and the Depositor against any liability that may result if the transfer was made in contravention of clause (b). Except in the case of the an initial transfer to the an Initial Holder, no transfer of any a Ownership Certificates Certificate shall be made unless the Certificate Registrar shall have received a representation letter (substantially in the form attached hereto as Exhibit C-1 or Exhibit C-2, as applicableE) from the proposed transferee of such Ownership Certificates Certificate to the effect that such proposed transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 the fiduciary responsibility provisions of ERISA, or Section 4975 of the Code, or any substantially similar applicable law, or a Person acting on behalf of any such plan or using the assets of any such plan, which representation letter shall not be an expense of the Trust, the Owner Trustee, the Securities Trust Administrator, the Certificate Registrar or the Depositor. The Trust shall cause each Ownership Certificate Prior to contain and as a legend, substantially in the form condition of the applicable legends provided in Exhibit A heretoregistration of any transfer, stating that transfer of such Ownership Certificate is subject to certain restrictions and referring prospective purchasers sale or other disposition of the Ownership Certificates to this Section 3.03 with respect to such restrictions. Notwithstanding anything Certificate, each Initial Holder of an Ownership Certificate and each Prospective Certificateholder of an Ownership Certificate shall represent and warrant in writing, in substantially the form set forth in Exhibit F hereto, to the contrary hereinOwner Trustee, no transfer, pledge or encumbrance of any Ownership Certificates shall be made to any Person unless the Owner Trustee Trust Administrator and the Certificate Registrar have received an Opinion and any of Counsel (which shall not be an expense of the Owner Trustee or the Certificate Registrar) to the effect that such transfer, pledge or encumbrance would not have any adverse effect of the status of the Notes (other than the Privately Offered Notes) as debt for federal income tax purposes and would not result in the Trust’s becoming taxable for federal income tax purposes. If any purported transferee shall become a Holder in violation of the provisions of this Section, then upon receipt of written notice to the Certificate Registrar and the Certificate Paying Agent that the registration of transfer of the Ownership Certificates to such Holder was not in fact permitted by this Section, then the transfer to that Holder shall be void ab initio and the last preceding Holder that was and that continues to be an eligible Holder in accordance with the provisions of this Section shall be restored to all rights as Holder thereof retroactive to the date of such registration of transfer of such Ownership Certificates. The Certificate Registrar shall be under no liability to any Person for any registration of transfer of any Ownership Certificates that is in fact not permitted by this Section, for making any payment due on such Ownership Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered upon receipt of the Opinion of Counsel described in the immediately preceding paragraph.their respective successors that:

Registration of and Limitations on Transfers and Exchanges of the Ownership Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.073.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of the Ownership Certificates and of transfers and exchanges of the Ownership Certificates as herein provided; provided, however, that no Ownership Certificate shall be issued in any such transfer and exchange representing less than a 10100% Percentage Interest in such Certificate; and provided, further, that no Ownership Certificate shall be issued in any such transfer and exchange except in accordance with the Ownership Certificatesprovisions and conditions set forth below in this Section 3.03. The Securities Administrator shall be the initial Certificate Registrar. If the Certificate Registrar resigns or is removed, the Owner Trustee, with the consent of the Depositor, shall appoint a successor Certificate Registrar. No Ownership Certificate shall be issued except to a Holder that shall be the Holder of both the Class X Ownership Certificate and the Class R Ownership Certificate. Subject to satisfaction of the conditions set forth below, upon surrender for registration of transfer of any the Ownership Certificates at the office or agency maintained pursuant to Section 3.073.08, the Owner Trustee shall execute, authenticate and deliver (or cause the Certificate Registrar Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transfereestransferee, one or more new Ownership Certificates evidencing in aggregate the Percentage Interest of the Ownership Certificates so surrendered and dated the date of authentication by the Owner Trustee or the Certificate Registrar. At the option of the Holder, Ownership Certificates may be exchanged for other Ownership Certificates evidencing in the aggregate the Percentage Interest of the Ownership Certificate to be surrendered in such an exchange at the office or agency maintained pursuant to Section 3.07. Every Ownership Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder or such Holder’s 's attorney duly authorized in writing. Each Ownership Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of the Ownership Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of the Ownership Certificates or any other expense arising as a result of any registration of transfer or exchange. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of any the Ownership Certificates for a period of 15 days preceding the due date for any payment with respect to the Ownership Certificates. No transfer of any the Ownership Certificates shall be made unless such transfer is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with said Act and laws. Except in the case of the initial transfer to the Initial Holder, in the event of any such transfer, the Certificate Registrar or the Depositor shall prior to such transfer require the transferee to execute (i) an investment letter (in the form attached hereto as Exhibit C-1D) certifying to the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar and the Depositor that such transferee is a “"qualified institutional buyer” " under Rule 144A under the Securities Act or (ii) an investment letter (in the form attached hereto as Exhibit C-2) certifying to the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar and the Depositor that such transferee is an “accredited investor” (as defined in Rule 501(a)(1) (2), (3) or (7) of the Securities Act), and any expense associated with the preparation and execution of any such investment letter shall not be an expense of the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar or the Depositor. A Holder of an Ownership Certificate desiring to effect the transfer of any the Ownership Certificates shall, and does hereby agree to, indemnify the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar and the Depositor against any and all liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. The Initial Holder will be (i) the initial Certificateholder of a 100% Percentage Interest in the Ownership Certificates and (ii) the initial Note Owner of a 100% Percentage Interest in each of the Privately Offered Notes. The Initial Holder (or any other Certificateholder or Note Owner of the Privately Offered Notes) is hereby prohibited from transferring any beneficial ownership interest in the Ownership Certificate or any Privately Offered Notes, except as provided in this Section 3.03 and Sections 2.03 and 2.04 of the Indenture. No sale, transfer, pledge or other disposition of any beneficial ownership interest in the Ownership Certificates may be effectuated, and the Certificate Registrar shall refuse to register any such sale, transfer, pledge or other disposition except if (a) the transferee delivers to the Owner Trustee, the Indenture Trustee and the Certificate Registrar an Opinion of Counsel (which shall not be an expense of the Owner Trustee, the Indenture Trustee or the Certificate Registrar) that the sale, transfer or other disposition of the Ownership Certificates will not result in the Trust becoming subject to tax for federal income tax purposes or (b) such sale, transfer, pledge or other disposition is in conjunction with a simultaneous sale or transfer of an equal Percentage Interest in all classes of the Privately Offered Notes then Outstanding (as defined in the Indenture). In connection with any transfer of all or a portion of the Ownership Certificates pursuant to clause (b) of the immediately preceding sentence, the transferee shall certify to the Certificate Registrar, the Owner Trustee and the Indenture Trustee in an investment letter substantially in the form attached hereto as Exhibit C-1 or Exhibit C-2, as applicable, that such transfer has been made in accordance with clause (b) and shall agree to indemnify the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar and the Depositor against any liability that may result if the transfer was made in contravention of clause (b). Except in the case of the initial transfer to the Initial Holder, no transfer of any the Ownership Certificates shall be made unless the Certificate Registrar shall have received a representation letter (substantially in the form attached hereto as Exhibit C-1 or Exhibit C-2, as applicableD) from the proposed transferee of such Ownership Certificates to the effect that such proposed transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA, or Section 4975 of the Code, or any substantially similar applicable law, or a Person acting on behalf of or using the assets of any such plan, which representation letter shall not be an expense of the Trust, the Owner Trustee, the Securities Administrator, the Certificate Registrar or the Depositor. The Trust shall cause each Ownership Certificate Prior to contain and as a legend, substantially in the form condition of the applicable legends provided in Exhibit A heretoregistration of any transfer, stating that transfer sale or other disposition of such the Ownership Certificate is subject to certain restrictions and referring prospective purchasers Certificates, the Initial Holder of the Ownership Certificates to this Section 3.03 with respect to such restrictions. Notwithstanding anything to and each Prospective Holder of the contrary herein, no transfer, pledge or encumbrance of any Ownership Certificates shall be made represent and warrant in writing, in substantially the form set forth in Exhibit F hereto, to any Person unless the Owner Trustee Trustee, the Administrator and the Certificate Registrar have received an Opinion and any of Counsel (which shall not be an expense of the Owner Trustee or the Certificate Registrar) to the effect that such transfer, pledge or encumbrance would not have any adverse effect of the status of the Notes (other than the Privately Offered Notes) as debt for federal income tax purposes and would not result in the Trust’s becoming taxable for federal income tax purposes. If any purported transferee shall become a Holder in violation of the provisions of this Section, then upon receipt of written notice to the Certificate Registrar and the Certificate Paying Agent that the registration of transfer of the Ownership Certificates to such Holder was not in fact permitted by this Section, then the transfer to that Holder shall be void ab initio and the last preceding Holder that was and that continues to be an eligible Holder in accordance with the provisions of this Section shall be restored to all rights as Holder thereof retroactive to the date of such registration of transfer of such Ownership Certificates. The Certificate Registrar shall be under no liability to any Person for any registration of transfer of any Ownership Certificates that is in fact not permitted by this Section, for making any payment due on such Ownership Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered upon receipt of the Opinion of Counsel described in the immediately preceding paragraph.their respective successors that: