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

Registration of Transfer and Exchange of Residual Interest Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8 a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Residual Interest Certificates and of transfers and exchanges of Residual Interest Certificates as herein provided. The Administrator shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Residual Interest Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Residual Interest Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent, provided that prior to such execution, authentication and delivery, the Owner Trustee, the Administrator, the Securities Insurer and the Certificate Registrar shall have received an Opinion of Counsel to the effect that the proposed transfer will not cause the Trust to be characterized as an association (or a publicly traded partnership) taxable as a corporation or alter the tax characterization of the Notes for federal income tax or California state law purposes. At the option of an Owner, Residual Interest Certificates may be exchanged for other Residual Interest Certificates of authorized denominations of a like aggregate amount upon surrender of the Residual Interest Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Every Residual Interest 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 Owner or his attorney duly authorized in writing. In addition, each Residual Interest Certificate presented or surrendered for registration of transfer and exchange must be accompanied by a letter from the Prospective Owner certifying as to the representations set forth in Sections 3.10(a) and (b). Each Residual Interest Certificate surrendered for registration of transfer or exchange shall be in substantially the form attached hereto as Exhibit A and shall be canceled and disposed of by the Owner Trustee or the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Residual Interest 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 Residual Interest Certificates. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfers or exchanges of Residual Interest Certificates for a period of 15 days preceding the due date for any payment with respect to the Residual Interest Certificates.

Registration of Transfer and Exchange of Residual Interest Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8 a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Residual Interest Certificates and of transfers and exchanges of Residual Interest Certificates as herein provided. The Administrator shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Residual Interest Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Residual Interest Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent, agent provided that prior to such execution, authentication and delivery, the Owner Trustee, the Administrator, the Securities Insurer and the Certificate Registrar Trustee shall have received an Opinion of Counsel to the effect that the proposed transfer will not cause the Trust to be characterized as an association (or a publicly traded partnership) taxable as a corporation or alter the tax characterization of the Notes for federal income tax or California Texas state law purposes. At the option of an Owner, Residual Interest Certificates may be exchanged for other Residual Interest Certificates of authorized denominations of a like aggregate amount upon surrender of the Residual Interest Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Every Residual Interest 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 Owner or his attorney duly authorized in writing. In addition, each Residual Interest Certificate presented or surrendered for registration of transfer and exchange must be accompanied by a letter from the Prospective Owner certifying as to the representations set forth in Sections 3.10(a) and (b). Each Residual Interest Certificate surrendered for registration of transfer or exchange shall be in substantially the form attached hereto as Exhibit A and shall be canceled and disposed of by the Owner Trustee or the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Residual Interest 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 Residual Interest Certificates. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfers transfer or exchanges of Residual Interest Certificates for a period of 15 days preceding the due date for any payment with respect to the Residual Interest Certificates.

Registration of Transfer and Exchange of Residual Interest Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8 a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Residual Interest Certificates and of transfers and exchanges of Residual Interest Certificates as herein provided. The Administrator shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Residual Interest Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Residual Interest Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent, provided that prior to such execution, authentication and delivery, the Owner Trustee, the Administrator[, the Securities Insurer Insurer] and the Certificate Registrar shall have received an Opinion of Counsel to the effect that the proposed transfer will not cause the Trust to be characterized as an association (or a publicly traded partnership) taxable as a corporation or alter the tax characterization of the Notes for federal income tax or California ________ state law purposes. At the option of an Owner, Residual Interest Certificates may be exchanged for other Residual Interest Certificates of authorized denominations of a like aggregate amount upon surrender of the Residual Interest Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Every Residual Interest 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 Owner or his attorney duly authorized in writing. In addition, each Residual Interest Certificate presented or surrendered for registration of transfer and exchange must be accompanied by a letter from the Prospective Owner certifying as to the representations set forth in Sections 3.10(a) and (b). Each Residual Interest Certificate surrendered for registration of transfer or exchange shall be in substantially the form attached hereto as Exhibit A and shall be canceled and disposed of by the Owner Trustee or the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Residual Interest 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 Residual Interest Certificates. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfers or exchanges of Residual Interest Certificates for a period of 15 days preceding the due date for any payment with respect to the Residual Interest Certificates.

Registration of Transfer and Exchange of Residual Interest Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8 a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Residual Interest Certificates and of transfers and exchanges of Residual Interest Certificates as herein provided. The Administrator shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Residual Interest Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Residual Interest Certificates in authorized denominations of a like Class and aggregate amount Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent, provided that prior to such execution, authentication and delivery, the Owner Trustee, the Administrator, the Securities Insurer Administrator and the Certificate Registrar shall have received an Opinion of Counsel to the effect that the proposed transfer will not cause the Trust to be characterized as an association (or a publicly traded partnership) taxable as a corporation or alter the tax characterization of the Notes for federal income tax or California state law purposes, and provided further, that the first transfer shall be subject to Section 5.5. At the option of an Owner, Residual Interest Certificates may be exchanged for other Residual Interest Certificates of authorized denominations of a like Class and aggregate amount Percentage Interest upon surrender of the Residual Interest Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Every Residual Interest 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 Owner or his attorney duly authorized in writing. In addition, each Residual Interest Certificate presented or surrendered for registration of transfer and exchange must be accompanied by a letter from the Prospective Owner certifying as to the representations set forth in Sections 3.10(a) and (b). Each Residual Interest Certificate surrendered for registration of transfer or exchange shall be in substantially the form attached hereto as Exhibit A-1 and Exhibit A-2, with respect to the Class A Residual Interest Certificates and the Class B Residual Interest Certificates, respectively, and shall be canceled and disposed of by the Owner Trustee or the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Residual Interest 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 Residual Interest Certificates. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfers or exchanges of Residual Interest Certificates for a period of 15 days preceding the due date for any payment with respect to the Residual Interest Certificates.

Registration of Transfer and Exchange of Residual Interest Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8 a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Residual Interest Certificates and of transfers and exchanges of Residual Interest Certificates as herein provided. The Administrator shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Residual Interest Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Residual Interest Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent, agent provided that prior to such execution, authentication and delivery, the Owner Trustee, the Administrator, the Securities Insurer Administrator and the Certificate Registrar shall have received an Opinion of Counsel to the effect that the proposed transfer will not cause the Trust to be characterized as an association (or a publicly traded partnership) taxable as a corporation or alter the tax characterization of the Notes for federal income tax or California state law purposes. At the option of an Owner, Residual Interest Certificates may be exchanged for other Residual Interest Certificates of authorized denominations of a like aggregate amount upon surrender of the Residual Interest Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Every Residual Interest 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 Owner or his attorney duly authorized in writing. In addition, each Residual Interest Certificate presented or surrendered for registration of transfer and exchange must be accompanied by a letter from the Prospective Owner certifying as to the representations set forth in Sections 3.10(a) and (b). Each Residual Interest Certificate surrendered for registration of transfer or exchange shall be in substantially the form attached hereto as Exhibit A and shall be canceled and disposed of by the Owner Trustee or the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Residual Interest 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 Residual Interest Certificates. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfers or exchanges of Residual Interest Certificates for a period of 15 days preceding the due date for any payment with respect to the Residual Interest Certificates.

Registration of Transfer and Exchange of Residual Interest Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8 a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Residual Interest Certificates and of transfers and exchanges of Residual Interest Certificates as herein provided. The Administrator Owner Trustee shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Residual Interest Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Residual Interest Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent, agent provided that prior to such execution, authentication and delivery, the Owner Trustee, the Administrator, the Securities Insurer and the Certificate Registrar Trustee shall have received an Opinion of Counsel to the effect that the proposed transfer will not cause the Trust to be characterized as an association (or a publicly traded partnership) taxable as a corporation or alter the tax characterization of the Notes for federal income tax or California state law purposestax. At the option of an Owner, Residual Interest Certificates may be exchanged for other Residual Interest Certificates of authorized denominations of a like aggregate amount upon surrender of the Residual Interest Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Every Residual Interest 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 Owner or his attorney duly authorized in writing. In addition, each Residual Interest Certificate presented or surrendered for registration of transfer and exchange must be accompanied by a letter from the Prospective Owner certifying as to the representations set forth in Sections 3.10(a) and (b). Each Residual Interest Certificate surrendered for registration of transfer or exchange shall be in substantially the form attached hereto as Exhibit A and shall be canceled and disposed of by the Owner Trustee or the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Residual Interest 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 Residual Interest Certificates. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfers transfer or exchanges of Residual Interest Certificates for a period of 15 days preceding the due date for any payment with respect to the Residual Interest Certificates.

Registration of Transfer and Exchange of Residual Interest Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8 a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Residual Interest Certificates and of transfers and exchanges of Residual Interest Certificates as herein provided. The Administrator shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Residual Interest Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Residual Interest Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent, agent provided that prior to such execution, authentication and delivery, the Owner Trustee, the Administrator, the Securities Insurer Administrator and the Certificate Registrar shall have received an Opinion of Counsel to the effect that the proposed transfer will not cause the Trust to be characterized as an association (or a publicly traded partnership) taxable as a corporation or alter the tax characterization of the Notes for federal income tax or California Texas state law purposes. At the option of an Owner, Residual Interest Certificates may be exchanged for other Residual Interest Certificates of authorized denominations of a like aggregate amount upon surrender of the Residual Interest Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Every Residual Interest 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 Owner or his attorney duly authorized in writing. In addition, each Residual Interest Certificate presented or surrendered for registration of transfer and exchange must be accompanied by a letter from the Prospective Owner certifying as to the representations set forth in Sections 3.10(a) and (b). Each Residual Interest Certificate surrendered for registration of transfer or exchange shall be in substantially the form attached hereto as Exhibit A and shall be canceled and disposed of by the Owner Trustee or the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Residual Interest 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 Residual Interest Certificates. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfers or exchanges of Residual Interest Certificates for a period of 15 days preceding the due date for any payment with respect to the Residual Interest Certificates.

Registration of Transfer and Exchange of Residual Interest Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8 a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Residual Interest Certificates and of transfers and exchanges of Residual Interest Certificates as herein provided. The Administrator shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Residual Interest Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Residual Interest Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent, provided that prior to such execution, authentication and delivery, the Owner Trustee, the Administrator[, the Securities Insurer Insurer] and the Certificate Registrar shall have received an Opinion of Counsel to the effect that the proposed transfer will not cause the Trust to be characterized as an association (or a publicly traded partnership) taxable as a corporation or alter the tax characterization of the Notes for federal income tax or California Delaware state law purposes. At the option of an Owner, Residual Interest Certificates may be exchanged for other Residual Interest Certificates of authorized denominations of a like aggregate amount upon surrender of the Residual Interest Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Every Residual Interest 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 Owner or his attorney duly authorized in writing. In addition, each Residual Interest Certificate presented or surrendered for registration of transfer and exchange must be accompanied by a letter from the Prospective Owner certifying as to the representations set forth in Sections 3.10(a) and (b). Each Residual Interest Certificate surrendered for registration of transfer or exchange shall be in substantially the form attached hereto as Exhibit A and shall be canceled and disposed of by the Owner Trustee or the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Residual Interest 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 Residual Interest Certificates. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfers or exchanges of Residual Interest Certificates for a period of 15 days preceding the due date for any payment with respect to the Residual Interest Certificates.

Registration of Transfer and Exchange of Residual Interest Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8 a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Residual Interest Certificates and of transfers and exchanges of Residual Interest Certificates as herein provided. The Administrator shall be the initial Certificate Registrar. No certificates, except for Residual Interest Certificates, shall be issued by the Trust without the prior written consent of the Securities Insurer. Upon surrender for registration of transfer of any Residual Interest Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Residual Interest Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent, agent provided that prior to such execution, authentication and delivery, the Owner Trustee, the Administrator, the Securities Insurer and the Certificate Registrar shall have received an Opinion of Counsel to the effect that the proposed transfer will not cause the Trust to be characterized as an association (or a publicly traded partnership) taxable as a corporation or alter the tax characterization of the Notes for federal income tax or California Texas state law purposes. At the option of an Owner, Residual Interest Certificates may be exchanged for other Residual Interest Certificates of authorized denominations of a like aggregate amount upon surrender of the Residual Interest Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8. Every Residual Interest 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 Owner or his attorney duly authorized in writing. In addition, each Residual Interest Certificate presented or surrendered for registration of transfer and exchange must be accompanied by a letter from the Prospective Owner certifying as to the representations set forth in Sections 3.10(a) and (b). Each Residual Interest Certificate surrendered for registration of transfer or exchange shall be in substantially the form attached hereto as Exhibit A and shall be canceled and disposed of by the Owner Trustee or the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Residual Interest 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 Residual Interest Certificates. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfers or exchanges of Residual Interest Certificates for a period of 15 days preceding the due date for any payment with respect to the Residual Interest Certificates.

Registration of Transfer and Exchange of Residual Interest Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section SECTION 3.8 a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Residual Interest Certificates and of transfers and exchanges of Residual Interest Certificates as herein provided. The Administrator shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Residual Interest Certificate at the office or agency maintained pursuant to Section SECTION 3.8, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Residual Interest Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent, provided PROVIDED that prior to such execution, authentication and delivery, the Owner Trustee, the Administrator, the Securities Insurer and the Certificate Registrar shall have received an Opinion of Counsel to the effect that the proposed transfer will not cause the Trust to be characterized as an association (or a publicly traded partnership) taxable as a corporation or alter the tax characterization of the Notes for federal income tax or California state law purposes. At the option of an Owner, Residual Interest Certificates may be exchanged for other Residual Interest Certificates of authorized denominations of a like aggregate amount upon surrender of the Residual Interest Certificates to be exchanged at the office or agency maintained pursuant to Section SECTION 3.8. Every Residual Interest 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 Owner or his attorney duly authorized in writing. In addition, each Residual Interest Certificate presented or surrendered for registration of transfer and exchange must be accompanied by a letter from the Prospective Owner certifying as to the representations set forth in Sections 3.10(aSECTIONS 3.10(A) and AND (bB). Each Residual Interest Certificate surrendered for registration of transfer or exchange shall be in substantially the form attached hereto as Exhibit A and shall be canceled and disposed of by the Owner Trustee or the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Residual Interest 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 Residual Interest Certificates. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfers or exchanges of Residual Interest Certificates for a period of 15 days preceding the due date for any payment with respect to the Residual Interest Certificates.

Registration of Transfer and Exchange of Residual Interest Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8 SECTION 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Residual Interest Certificates and of transfers and exchanges of Residual Interest Certificates as herein provided. The Administrator shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Residual Interest Certificate at the office or agency maintained pursuant to Section SECTION 3.8, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Administrator as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Residual Interest Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent, provided agent PROVIDED that prior to such execution, authentication and delivery, the Owner Trustee, the Administrator, the Securities Insurer Administrator and the Certificate Registrar shall have received an Opinion of Counsel to the effect that the proposed transfer will not cause the Trust to be characterized as an association (or a publicly traded partnership) taxable as a corporation or alter the tax characterization of the Notes for federal income tax or California Texas state law purposes. At the option of an Owner, Residual Interest Certificates may be exchanged for other Residual Interest Certificates of authorized denominations of a like aggregate amount upon surrender of the Residual Interest Certificates to be exchanged at the office or agency maintained pursuant to Section SECTION 3.8. Every Residual Interest 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 Owner or his attorney duly authorized in writing. In addition, each Residual Interest Certificate presented or surrendered for registration of transfer and exchange must be accompanied by a letter from the Prospective Owner certifying as to the representations set forth in Sections 3.10(aSECTIONS 3.10(A) and AND (bB). Each Residual Interest Certificate surrendered for registration of transfer or exchange shall be in substantially the form attached hereto as Exhibit A and shall be canceled and disposed of by the Owner Trustee or the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Residual Interest 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 Residual Interest Certificates. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfers or exchanges of Residual Interest Certificates for a period of 15 days preceding the due date for any payment with respect to the Residual Interest Certificates.