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

Registration of Transfer and Exchange of Certificate. (a) The Certificate Registrar shall maintain, or cause to be maintained, at the office or agency maintained pursuant to Section 3.7, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Co-Owner Trustee shall provide for the registration of the Certificate and of transfers and exchanges of the Certificate as provided in this Agreement. The Co-Owner Trustee is hereby initially appointed Certificate Registrar for the purpose of registering the Certificate and transfers and exchanges of the Certificate as provided in this Agreement. No transfer of a beneficial interest in the Trust or a Trust Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and state securities laws, or is exempt from the registration requirements of the Securities Act and state securities laws. Further, no transfer of a beneficial interest in the Trust or Trust Certificate or any rights or benefits with respect thereto (including the right to receive distributions hereunder) shall be permitted unless the Co-Owner Trustee shall have received an opinion of counsel to the effect that such transfer will not cause the Trust to be treated for federal income tax purposes as an association (or publicly-traded partnership) taxable as a corporation, and will not adversely affect the federal income tax treatment of the Noteholders in any material respect.

Registration of Transfer and Exchange of Certificate. (a) The Certificate Registrar shall maintain, or cause to be maintained, at the office or agency maintained pursuant to Section 3.7, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Co-Owner Trustee shall provide for the registration of the Certificate and of transfers and exchanges of the Certificate as provided in this Agreement. The Co-Owner Trustee Bank of New York is hereby initially appointed Certificate Registrar for the purpose of registering the Certificate and transfers and exchanges of the Certificate as provided in this Agreement. No transfer of a beneficial interest in the Trust or a Trust Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and state securities laws, or is exempt from the registration requirements of the Securities Act and state securities laws. Further, no transfer of a beneficial interest in the Trust or Trust Certificate or any rights or benefits with respect thereto (including the right to receive distributions hereunder) shall be permitted unless the Co-Owner Trustee Certificate Registrar shall have received an opinion of counsel to the effect that such transfer will not cause the Trust to be treated for federal income tax purposes as an association (or publicly-traded partnership) taxable as a corporation, and will not adversely affect the federal income tax treatment of the Noteholders in any material respect.

Registration of Transfer and Exchange of Certificate. (a) The Certificate Registrar shall maintain, or cause to be maintained, at the office or agency maintained pursuant to Section 3.7, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Co-Owner Trustee shall provide for the registration of the Certificate and of transfers and exchanges of the Certificate as provided in this Agreement. The Co-Owner Trustee is hereby initially appointed Certificate Registrar for the purpose of registering the Certificate and transfers and exchanges of the Certificate as provided in this Agreement. No transfer of a beneficial interest in the Trust or a Trust Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and state securities laws, or is exempt from the registration requirements of the Securities Act and state securities laws. Further, no transfer of a beneficial interest in the Trust or Trust Certificate or any rights or benefits with respect thereto (including the right to receive distributions hereunder) shall be permitted unless the Co-Owner Trustee shall have received an opinion of counsel to the 11 of 41 effect that such transfer will not cause the Trust to be treated for federal income tax purposes as an association (or publicly-traded partnership) taxable as a corporation, and will not adversely affect the federal income tax treatment of the Noteholders in any material respect.