Registration of Transfer and Exchange of Trust 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 Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Owner Trustee shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one new Trust Certificate with the same Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent provided that prior to any such execution, authentication and delivery, the Owner Trustee shall have received an opinion of counsel, which shall be an expense of the Trust, to the effect that the proposed transfer will not cause the Trust to be characterized as an association, a corporation, partnership, trust or any other entity separate from the Owner Trustee for tax purposes. Every Trust 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 Trust 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 Trust Certificate surrendered for registration of transfer or exchange shall be canceled and disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust 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 Trust Certificates.
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Samples: Trust Agreement (American Business Financial Services Inc /De/)
Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8 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 Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Owner Trustee Bankers Trust Company shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, and upon satisfaction of the conditions set forth below, the Owner Trustee shall execute, authenticate and deliver (or shall cause Bankers Trust Company as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificate with the same Certificates of a like Ownership Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent provided that prior to any such executionagent. At the option of a Holder, authentication and delivery, the Owner Trustee shall have received an opinion Trust Certificates may be exchanged for other Trust Certificates of counsel, which shall be an expense a like Ownership Percentage aggregate amount upon surrender of the Trust, to the effect that the proposed transfer will not cause the Trust Certificates to be characterized as an association, a corporation, partnership, trust exchanged at the office or any other entity separate from the Owner Trustee for tax purposesagency maintained pursuant to Section 3.8. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by (i) in the case of a transfer of a Certificate, an executed Investment Letter referred to in Section 3.10 or an opinion of consent (furnished at the cost of the transferee or transferor) satisfactory to the Owner Trustee to the effect that the transfer of such Certificate is exempt from the registration requirements of the Securities Act and would not result in adverse tax consequences to the Trust, the Noteholders or the Certificateholders and (ii) a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Owner Certificateholder or his attorney duly authorized in writing. In addition, each Trust with such signature guaranteed by an "eligible guarantor institution" meeting the requirements of the Certificate presented Registrar, which requirements include membership or surrendered for registration of transfer and exchange must participation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be accompanied determined by a letter from the Prospective Owner certifying as to Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the representations set forth in Sections 3.10(a) and (b)Exchange Act. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may but shall not be obligated to 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 Trust Certificates.
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Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8 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 Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Owner Trustee Administrator shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust 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 Trust Certificate with the same Percentage 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 any such executionagent. At the option of an Owner, authentication and delivery, the Owner Trustee shall have received an opinion Trust Certificates may be exchanged for other Trust Certificates of counsel, which shall be an expense authorized denominations of a like aggregate amount upon surrender of the Trust, to the effect that the proposed transfer will not cause the Trust Certificates to be characterized as an association, a corporation, partnership, trust exchanged at the office or any other entity separate from the Owner Trustee for tax purposesagency maintained pursuant to Section 3.8. Every Trust 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 Trust Certificate Residual Interest Interest 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(aSection 3.14(a) and (b). Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust 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 Trust Certificates. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Trust Certificates for a period of 15 days preceding the due date for any payment with respect to the Trust Certificates.
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Registration of Transfer and Exchange of Trust 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 Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Owner Trustee shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one new Trust Certificate with the same Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent provided that prior to any such execution, authentication and delivery, the Owner Trustee shall have received an opinion Opinion of counselCounsel, which shall be an expense of the Trust, to the effect that the proposed transfer will not (i) cause the Trust to be characterized as an association, association (or a corporation, publicly traded partnership, trust ) taxable as a corporation or any other entity separate from (ii) alter the Owner Trustee tax characterization of the Notes for federal income tax purposes. Every Trust 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 Trust 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 Trust Certificate surrendered for registration of transfer or exchange shall be canceled and disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust 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 Trust Certificates. The Owner Trustee shall not make any transfer or re-registration of the Trust Certificates if, after such transfer or re-registration, there would be more than three Certificateholders. Each Certificateholder, by its acceptance of a Trust Certificate, shall be deemed to have represented and warranted that the number of ICA Owners with respect to all of its Trust Certificates shall not exceed four. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Trust Certificates for a period of 15 days preceding the due date for any payment with respect to the Trust Certificates.
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Samples: Trust Agreement (Capitalsource Inc)
Registration of Transfer and Exchange of Trust Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8 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 Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided. The Owner Trustee Bankers Trust Company shall be the initial Certificate Registrar. Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.8, and upon satisfaction of the conditions set forth below, the Owner Trustee shall execute, authenticate and deliver (or shall cause Bankers Trust Company as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificate with the same Certificates of a like Ownership Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent provided that prior to any such executionagent. At the option of a Holder, authentication and delivery, the Owner Trustee shall have received an opinion Trust Certificates may be exchanged for other Trust Certificates of counsel, which shall be an expense a like Ownership Percentage aggregate amount upon surrender of the Trust, to the effect that the proposed transfer will not cause the Trust Certificates to be characterized as an association, a corporation, partnership, trust exchanged at the office or any other entity separate from the Owner Trustee for tax purposesagency maintained pursuant to Section 3.8. Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by (i) in the case of a transfer of a Certificate, an executed Investment Letter referred to in Section 3.10 or an opinion of counsel (furnished at the cost of the transferee or transferor) satisfactory to the Owner Trustee to the effect that the transfer of such Certificate is exempt from the registration requirements of the Securities Act and would not result in adverse tax consequences to the Trust, the Noteholders or the Certificateholders and (ii) a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Owner Certificateholder or his attorney duly authorized in writing. In addition, each Trust with such signature guaranteed by an "eligible guarantor institution" meeting the requirements of the Certificate presented Registrar, which requirements include membership or surrendered for registration of transfer and exchange must participation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be accompanied determined by a letter from the Prospective Owner certifying as to Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the representations set forth in Sections 3.10(a) and (b)Exchange Act. Each Trust Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may but shall not be obligated to 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 Trust Certificates.
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