Common use of Registration of Transfer and Exchange of Trust Interests Clause in Contracts

Registration of Transfer and Exchange of Trust Interests. (a) The Certificate Administrator shall keep or cause to be kept at the Corporate Trust Office books (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates and the Uncertificated VRR Interest and of transfers and exchanges of Certificates and the Uncertificated VRR Interest as herein provided (the Certificate Administrator, in such capacity, being the “Certificate Registrar”). In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining the Certificate Register and a record of the aggregate holdings of Non-Retained Regular Certificates of each Class thereof represented by a Temporary Regulation S Global Certificate, a Regulation S Global Certificate and a Rule 144A Global Certificate, respectively, and accepting Certificates for exchange and registration of transfer, (ii) registering transfers and pledges of the Uncertificated VRR Interest and (iii) transmitting to the Trustee, the Depositor, the Servicer and the Special Servicer any notices from the Trust Interest Owners. In its capacity as Certificate Registrar, the Certificate Administrator shall be responsible for, among other things, holding each Class VRR Certificate as a Definitive Certificate on behalf of the Holder of such Certificate in accordance with Section 5.2(f). (b) Subject to the restrictions on transfer set forth in this Article 5, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. No transfer of any Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.

Registration of Transfer and Exchange of Trust Interests. (a) The Certificate Administrator shall keep or cause to be kept at the Corporate Trust Office books (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates and the Uncertificated VRR Interest Interests and of transfers and exchanges of Certificates and the Uncertificated VRR Interest Interests as herein provided (the Certificate Administrator, in such capacity, being the “Certificate Registrar”). In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining the Certificate Register and a record of the aggregate holdings of Non-Retained Regular Certificates of each Class thereof represented by a Temporary Regulation S Global Certificate, a Regulation S Global Certificate and a Rule 144A Global Certificate, respectively, and accepting Certificates for exchange and registration of transfer, (ii) registering transfers and pledges of the Uncertificated VRR Interest Interests and (iii) transmitting to the Trustee, the Depositor, the Servicer and the Special Servicer any notices from the Trust Interest Owners. In its capacity as Certificate Registrar, the Certificate Administrator shall be responsible for, among other things, holding each Class VRR Credit Risk Retention Certificate as a Definitive Certificate on behalf of the Holder of such Certificate in accordance with Section 5.2(f). (b) Subject to the restrictions on transfer set forth in this Article 5, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class. No transfer of any Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.