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

Registration of Transfer and Exchange of Grantor Trust Certificates. (a) At all times during the term of this Agreement, the Grantor Trust Trustee shall maintain at its Corporate Trust Office a register (the “Certificate Register”) in which, subject to such reasonable regulations as the Grantor Trust Trustee may prescribe, the Certificate Register shall provide for the registration of Grantor Trust Certificates and of transfers and exchanges of Grantor Trust Certificates as herein provided. The Depositor shall 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 Grantor Trust Trustee as to the information set forth in the Certificate Register. The Depositor and every Grantor Trust Certificateholder and Grantor Trust Certificate Owner, by receiving and holding a Grantor Trust Certificate or an interest therein, agrees with the Grantor Trust Trustee that the Grantor Trust Trustee shall not be held accountable by reason of the disclosure of any such information as to the names and addresses of the Grantor Trust Certificateholders hereunder, regardless of the source from which such information was derived. (b) Subject to the preceding subsection, upon surrender for registration of transfer of any Grantor Trust Certificate at the Corporate Trust Office of the Grantor Trust Trustee, the Grantor Trust Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Grantor Trust Certificates of a like aggregate Percentage Interest. (c) At the option of any Holder, its Grantor Trust Certificates may be exchanged for other Grantor Trust Certificates of authorized denominations of a like aggregate Percentage Interest, upon surrender of the Grantor Trust Certificates to be exchanged at the Corporate Trust Office of the Grantor Trust Trustee. Whenever any Grantor Trust Certificates are so surrendered for exchange, the Grantor Trust Trustee shall execute, authenticate and deliver the Grantor Trust Certificates which the Grantor Trust Certificateholder making the exchange is entitled to receive. (d) Every Grantor Trust Certificate presented or surrendered for transfer or exchange shall (if so required by the Grantor Trust Trustee) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Grantor Trust Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing, and shall further be accompanied by the information required to be provided to the Grantor Trust Trustee for WHFIT reporting purposes pursuant to Section 3.06 hereof, including the status of the proposed transferee as a “middleman” as defined by the WHFIT Regulations and, in the case of a transfer pursuant to a sale, the price, the amount of proceeds and the date of sale of such Grantor Trust Certificate or interest therein. (e) No service charge shall be made for any transfer or exchange of Grantor Trust Certificates, but the Grantor Trust 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 Grantor Trust Certificates. (f) All Grantor Trust Certificates surrendered for transfer and exchange shall be destroyed by the Grantor Trust Trustee without liability on its part.

Registration of Transfer and Exchange of Grantor Trust Certificates. (a) At all times during The Grantor Trustee shall cause to be kept at the term Corporate Trust Office of this Agreement, the Grantor Trust Trustee shall maintain at its Corporate Certificate Registrar a Grantor Trust Office a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as the Grantor Trust Trustee it may prescribe, the Grantor Trust Certificate Register Registrar shall provide for the registration of the Grantor Trust Certificates and of transfers and exchanges of the Grantor Trust Certificates as herein provided. The Depositor shall have Securities Administrator is initially appointed Grantor Trust Certificate Registrar for the right to inspect purpose of registering the Certificate Register or to obtain a copy thereof at all reasonable times, Grantor Trust Certificates and to rely conclusively upon a certificate transfers and exchanges of the Grantor Trust Trustee Certificates as to the information set forth in the Certificate Register. The Depositor and every Grantor Trust Certificateholder and Grantor Trust Certificate Owner, by receiving and holding a Grantor Trust Certificate or an interest therein, agrees with the Grantor Trust Trustee that the Grantor Trust Trustee shall not be held accountable by reason of the disclosure of any such information as to the names and addresses of the Grantor Trust Certificateholders hereunder, regardless of the source from which such information was derivedherein provided. (b) Subject to the preceding subsection, upon Upon surrender for registration of transfer of any a Grantor Trust Certificate at the Corporate Trust Office any office or agency of the Grantor Trust TrusteeCertificate Registrar maintained for such purpose pursuant to Section 6.11 and upon satisfaction of the conditions set forth below, the Grantor Trust Trustee shall execute, execute and the Grantor Trust Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more a new Grantor Trust Certificates of Certificate representing a like aggregate 100% Certificate Percentage Interest. (c) At Notwithstanding any other provision hereof, unless an Event of Default has occurred and is continuing under the option Indenture or the Indenture is otherwise terminated, no transfer of any Holder, its the Grantor Trust Certificates may shall be exchanged for other made. The foregoing provision shall not apply to or in any way limit: (i) the transfer of the Class A Grantor Trust Certificates to the Issuer pursuant to the Trust Agreement, (ii) the pledge of authorized denominations the Class A Grantor Trust Certificates to the Indenture Trustee pursuant to the Indenture, (iii) the transferability of a like aggregate Percentage Interestthe Notes, upon surrender the Owner Trust Certificate or any other securities secured thereby or representing interests therein, or (iv) the rights of the Holders of the Grantor Trust Certificates to be exchanged at the Corporate Trust Office of terminate the Grantor Trust Trustee. Whenever and take delivery of the Mortgage Loans in accordance with Section 7.02, or any Grantor Trust Certificates are so surrendered for exchange, actions that may be taken thereafter with respect to the Grantor Trust Trustee shall execute, authenticate and deliver the Grantor Trust Certificates which the Grantor Trust Certificateholder making the exchange is entitled to receiveMortgage Loans. (d) Every No transfer, sale, pledge or other disposition of a Grantor Trust Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. Except as otherwise provided in this Section 5.02, in the event that a transfer of the Grantor Trust Certificates is to be made without registration under the 1933 Act either (i)(A) the Grantor Trustee and the Grantor Trust Certificate Registrar shall require a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Grantor Trustee, the Grantor Trust Certificate Registrar and the Depositor that such transfer may 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 Grantor Trustee, the Depositor or the Grantor Trust Certificate Registrar; provided that such Opinion of Counsel will not be required in connection with the initial transfers of the Grantor Trust Certificates by the Depositor or any Affiliate thereof to an Affiliate of the Depositor or to the Issuer or the Indenture Trustee as pledgee of the Issuer and (B) the Grantor Trustee and Grantor Trust Certificate Registrar shall require the transferee to execute a representation letter, and the Grantor Trustee and Grantor Trust Certificate Registrar shall require the transferor to execute a representation letter, each acceptable to and in form and substance satisfactory to the Depositor and the Grantor Trustee certifying to the Depositor, the Grantor Trustee and the Grantor Trust Certificate Registrar the facts surrounding such transfer, which representation letters shall not be an expense of the Grantor Trustee, the Depositor or the Grantor Trust Certificate Registrar; provided, however, that such representation letters will not be required in connection with initial transfers of any such Grantor Trust Certificate by the Depositor or any Affiliate thereof to an Affiliate of the Depositor or to the Issuer or to the Indenture Trustee as pledgee of the Issuer, and the Grantor Trustee and Grantor Trust Certificate Registrar shall be entitled to conclusively rely upon a written representation from the Depositor of the status of such transferee as an Affiliate of the Depositor or (ii) the prospective transferee of such a Grantor Trust Certificate shall be required to provide the Grantor Trustee, the Depositor and the Grantor Trust Certificate Registrar with an investment letter in form and substance satisfactory to the Depositor, the Grantor Trustee and the Grantor Trust Certificate Registrar, which investment letter shall not be an expense of the Grantor Trustee, the Depositor, or the Grantor Trust Certificate Registrar, and which investment letter states that, among other things, such transferee (A) is a “qualified institutional buyer” as defined under Rule 144A, acting for its own account or the accounts of other “qualified institutional buyers” as defined under Rule 144A, and (B) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the 1933 Act provided by Rule 144A. The Holder of the Grantor Trust Certificate desiring to effect any such transfer, sale, pledge or other disposition shall, and does hereby agree to, indemnify the Grantor Trustee, the Depositor and the Grantor Trust Certificate Registrar against any liability that may result if the transfer, sale, pledge or other disposition is not so exempt or is not made in accordance with such federal and state laws and this Agreement. (e) In addition to the foregoing, in the case of any Grantor Trust Certificate presented or surrendered for transfer or exchange shall registration in the name of any Person, either (if so required by i) the Grantor Trust Trustee) be duly endorsed by, or be accompanied by a written instrument Certificate Registrar shall require an Opinion of transfer Counsel acceptable to and in the form and substance satisfactory to the Grantor Trust Trustee duly executed byTrustee, the Holder thereof or his attorney duly authorized in writing, Depositor and shall further be accompanied by the information required to be provided to the Grantor Trust Trustee for WHFIT reporting purposes pursuant Certificate Registrar to the effect that the purchase or holding of such Grantor Trust Certificate is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under Section 3.06 hereof, including the status 406 of the proposed Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code (or comparable provisions of any subsequent enactments), and will not subject the Grantor Trustee, the Depositor or the Grantor Trust Certificate Registrar to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Grantor Trustee, the Depositor or the Grantor Trust Certificate Registrar or (ii) the prospective transferee shall be required to provide the Grantor Trustee, the Depositor and the Grantor Trust Certificate Registrar with a certification, which the Grantor Trustee and Grantor Trust Certificate Registrar may rely upon without further inquiry or investigation, or such other certifications as the Grantor Trustee may deem desirable or necessary in order to establish that such transferee or the Person in whose name such registration is requested is not an employee benefit plan or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code, or any Person (including an investment manager, a named fiduciary or a trustee of any such plan) who is using “middlemanplan assets” as defined of any such plan to effect such acquisition; provided, however, that such Opinion of Counsel or certification will not be required in connection with the initial transfers of the Grantor Trust Certificate by the WHFIT Regulations Depositor or any Affiliate thereof to an Affiliate of the Depositor or to the Issuer or to the Indenture Trustee as pledgee of the Issuer and the Grantor Trustee (in which case, such transferee shall have deemed to have represented that such transferee is not a Plan or a Person investing “plan assets” of any Plan) and, in the case of a transfer pursuant to a salean Affiliate of the Depositor, the price, the amount of proceeds and the date of sale of such Grantor Trust Certificate Registrar shall be entitled to conclusively rely upon a representation (which, upon the request of the Grantor Trustee or interest thereinthe Grantor Trust Certificate Registrar, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate of the Depositor. (ef) No service charge shall be made for any transfer or exchange of the Grantor Trust CertificatesCertificate, but the Grantor Trustee or the Grantor Trust Trustee 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 Grantor Trust CertificatesCertificate. (fg) All The Grantor Trust Certificates Certificate surrendered for transfer and exchange shall be destroyed by the Grantor Trust Trustee without liability on its partCertificate Registrar.

Registration of Transfer and Exchange of Grantor Trust Certificates. (a) At all times during The Grantor Trustee shall cause to be kept at the term Corporate Trust Office of this Agreement, the Grantor Trust Trustee shall maintain at its Corporate Certificate Registrar a Grantor Trust Office a register (the “Certificate Register”) Register in which, subject to such reasonable regulations as the Grantor Trust Trustee it may prescribe, the Grantor Trust Certificate Register Registrar shall provide for the registration of the Grantor Trust Certificates and of transfers and exchanges of the Grantor Trust Certificates as herein provided. The Depositor shall have Securities Administrator is initially appointed Grantor Trust Certificate Registrar for the right to inspect purpose of registering the Certificate Register or to obtain a copy thereof at all reasonable times, Grantor Trust Certificates and to rely conclusively upon a certificate transfers and exchanges of the Grantor Trust Trustee Certificates as to the information set forth in the Certificate Register. The Depositor and every Grantor Trust Certificateholder and Grantor Trust Certificate Owner, by receiving and holding a Grantor Trust Certificate or an interest therein, agrees with the Grantor Trust Trustee that the Grantor Trust Trustee shall not be held accountable by reason of the disclosure of any such information as to the names and addresses of the Grantor Trust Certificateholders hereunder, regardless of the source from which such information was derivedherein provided. (b) Subject to the preceding subsection, upon Upon surrender for registration of transfer of any a Grantor Trust Certificate at the Corporate Trust Office any office or agency of the Grantor Trust TrusteeCertificate Registrar maintained for such purpose pursuant to Section 6.11 and upon satisfaction of the conditions set forth below, the Grantor Trust Trustee shall execute, execute and the Grantor Trust Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more a new Grantor Trust Certificates of Certificate representing a like aggregate 100% Certificate Percentage Interest. (c) At Notwithstanding any other provision hereof, unless an Event of Default has occurred and is continuing under the option Indenture or the Indenture is otherwise terminated, no transfer of any Holder, its the Grantor Trust Certificates may shall be exchanged for other made. The foregoing provision shall not apply to or in any way limit: (i) the transfer of the Class A Grantor Trust Certificates to the Issuer pursuant to the Trust Agreement, (ii) the pledge of authorized denominations the Class A Grantor Trust Certificates to the Indenture Trustee pursuant to the Indenture, (iii) the transferability of a like aggregate Percentage Interestthe Notes, upon surrender the Owner Trust Certificate or any other securities secured thereby or representing interests therein, or (iv) the rights of the Holders of the Grantor Trust Certificates to be exchanged at the Corporate Trust Office of terminate the Grantor Trust Trustee. Whenever and take delivery of the Mortgage Loans in accordance with Section 7.02, or any Grantor Trust Certificates are so surrendered for exchange, actions that may be taken thereafter with respect to the Grantor Trust Trustee shall execute, authenticate and deliver the Grantor Trust Certificates which the Grantor Trust Certificateholder making the exchange is entitled to receiveMortgage Loans. (d) Every No transfer, sale, pledge or other disposition of a Grantor Trust Certificate shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. Except as otherwise provided in this Section 5.02, in the event that a transfer of the Grantor Trust Certificates is to be made without registration under the 1933 Act either (i)(A) the Grantor Trustee and the Grantor Trust Certificate Registrar shall require a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Grantor Trustee, the Grantor Trust Certificate Registrar and the Depositor that such transfer may 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 Grantor Trustee, the Depositor or the Grantor Trust Certificate Registrar; provided that such Opinion of Counsel will not be required in connection with the initial transfers of the Grantor Trust Certificates by the Depositor or any Affiliate thereof to an Affiliate of the Depositor or to the Issuer or the Indenture Trustee as pledgee of the Issuer and (B) the Grantor Trustee and Grantor Trust Certificate Registrar shall require the transferee to execute a representation letter, and the Grantor Trustee and Grantor Trust Certificate Registrar shall require the transferor to execute a representation letter, each acceptable to and in form and substance satisfactory to the Depositor and the Grantor Trustee certifying to the Depositor, the Grantor Trustee and the Grantor Trust Certificate Registrar the facts surrounding such transfer, which representation letters shall not be an expense of the Grantor Trustee, the Depositor or the Grantor Trust Certificate Registrar; provided, however, that such representation letters will not be required in connection with initial transfers of any such Grantor Trust Certificate by the Depositor or any Affiliate thereof to an Affiliate of the Depositor or to the Issuer or to the Indenture Trustee as pledgee of the Issuer, and the Grantor Trustee and Grantor Trust Certificate Registrar shall be entitled to conclusively rely upon a written representation from the Depositor of the status of such transferee as an Affiliate of the Depositor or (ii) the prospective transferee of such a Grantor Trust Certificate shall be required to provide the Grantor Trustee, the Depositor and the Grantor Trust Certificate Registrar with an investment letter in form and substance satisfactory to the Depositor, the Grantor Trustee and the Grantor Trust Certificate Registrar, which investment letter shall not be an expense of the Grantor Trustee, the Depositor, or the Grantor Trust Certificate Registrar, and which investment letter states that, among other things, such transferee (A) is a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A, and (B) is aware that the proposed transferor intends to rely on the exemption from registration requirements under the 1933 Act provided by Rule 144A. The Holder of the Grantor Trust Certificate desiring to effect any such transfer, sale, pledge or other disposition shall, and does hereby agree to, indemnify the Grantor Trustee, the Depositor and the Grantor Trust Certificate Registrar against any liability that may result if the transfer, sale, pledge or other disposition is not so exempt or is not made in accordance with such federal and state laws and this Agreement. (e) In addition to the foregoing, in the case of any Grantor Trust Certificate presented or surrendered for transfer or exchange shall registration in the name of any Person, either (if so required by i) the Grantor Trust Trustee) be duly endorsed by, or be accompanied by a written instrument Certificate Registrar shall require an Opinion of transfer Counsel acceptable to and in the form and substance satisfactory to the Grantor Trust Trustee duly executed byTrustee, the Holder thereof or his attorney duly authorized in writing, Depositor and shall further be accompanied by the information required to be provided to the Grantor Trust Trustee for WHFIT reporting purposes pursuant Certificate Registrar to the effect that the purchase or holding of such Grantor Trust Certificate is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under Section 3.06 hereof, including the status 406 of the proposed Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code (or comparable provisions of any subsequent enactments), and will not subject the Grantor Trustee, the Depositor or the Grantor Trust Certificate Registrar to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Grantor Trustee, the Depositor or the Grantor Trust Certificate Registrar or (ii) the prospective transferee shall be required to provide the Grantor Trustee, the Depositor and the Grantor Trust Certificate Registrar with a certification, which the Grantor Trustee and Grantor Trust Certificate Registrar may rely upon without further inquiry or investigation, or such other certifications as the Grantor Trustee may deem desirable or necessary in order to establish that such transferee or the Person in whose name such registration is requested is not an employee benefit plan or other plan subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code, or any Person (including an investment manager, a “middleman” as defined named fiduciary or a trustee of any such plan) who is using "plan assets" of any such plan to effect such acquisition; PROVIDED, HOWEVER, that such Opinion of Counsel or certification will not be required in connection with the initial transfers of the Grantor Trust Certificate by the WHFIT Regulations Depositor or any Affiliate thereof to an Affiliate of the Depositor or to the Issuer or to the Indenture Trustee as pledgee of the Issuer and the Grantor Trustee (in which case, such transferee shall have deemed to have represented that such transferee is not a Plan or a Person investing "plan assets" of any Plan) and, in the case of a transfer pursuant to a salean Affiliate of the Depositor, the price, the amount of proceeds and the date of sale of such Grantor Trust Certificate Registrar shall be entitled to conclusively rely upon a representation (which, upon the request of the Grantor Trustee or interest thereinthe Grantor Trust Certificate Registrar, shall be a written representation) from the Depositor of the status of such transferee as an Affiliate of the Depositor. (ef) No service charge shall be made for any transfer or exchange of the Grantor Trust CertificatesCertificate, but the Grantor Trustee or the Grantor Trust Trustee 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 Grantor Trust CertificatesCertificate. (fg) All The Grantor Trust Certificates Certificate surrendered for transfer and exchange shall be destroyed by the Grantor Trust Trustee without liability on its partCertificate Registrar.

Registration of Transfer and Exchange of Grantor Trust Certificates. (a) At all times during the term of this Agreement, the Grantor Trust Trustee shall maintain at its Corporate Trust Office a register (the “Certificate Register”) in which, subject to such reasonable regulations as the Grantor Trust Trustee may prescribe, the Certificate Register shall provide for the registration of Grantor Trust Certificates and of transfers and exchanges of Grantor Trust Certificates as herein provided. The Depositor shall 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 Grantor Trust Trustee as to the information set forth in the Certificate Register. The Depositor and every Grantor Trust Certificateholder and Grantor Trust Certificate Owner, by receiving and holding a Grantor Trust Certificate or an interest therein, agrees with the Grantor Trust Trustee that the Grantor Trust Trustee shall not be held accountable by reason of the disclosure of any such information as to the names and addresses of the Grantor Trust Certificateholders hereunder, regardless of the source from which such information was derived. (b) Subject to the preceding subsectionsubsections, upon surrender for registration of transfer of any Grantor Trust Certificate at the Corporate Trust Office of the Grantor Trust Trustee, the Grantor Trust Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Grantor Trust Certificates of a like aggregate Percentage Interest. (c) At the option of any Holder, its Grantor Trust Certificates may be exchanged for other Grantor Trust Certificates related to the related Sub-Trust of authorized denominations of a like aggregate Percentage Interest, upon surrender of the Grantor Trust Certificates to be exchanged at the Corporate Trust Office of the Grantor Trust Trustee. Whenever any Grantor Trust Certificates are so surrendered for exchange, the Grantor Trust Trustee shall execute, authenticate and deliver the Grantor Trust Certificates which the Grantor Trust Certificateholder making the exchange is entitled to receive. (d) Every Grantor Trust Certificate presented or surrendered for transfer or exchange shall (if so required by the Grantor Trust Trustee) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Grantor Trust Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing, and shall further be accompanied by the information required to be provided to the Grantor Trust Trustee for WHFIT reporting purposes pursuant to Section 3.06 hereof, including the status of the proposed transferee as a “middleman” as defined by the WHFIT Regulations and, in the case of a transfer pursuant to a sale, the price, the amount of proceeds and the date of sale of such Grantor Trust Certificate or interest therein. (e) No service charge shall be made for any transfer or exchange of Grantor Trust Certificates, but the Grantor Trust 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 Grantor Trust Certificates. (f) All Grantor Trust Certificates surrendered for transfer and exchange shall be destroyed by the Grantor Trust Trustee without liability on its part.