Registration and Transfer of Certificates. (a) The Owner Trustee shall maintain at its office referred to in Section 2.02 hereof, or at the office of any agent appointed by it and approved in writing by the Owners at the time of such appointment, a register for the registration and transfer of Trust Certificates. No transfer of a beneficial interest in the Trust shall be made unless such transfer is made pursuant to an effective registration statement under the 1933 Act and state securities laws, or is exempt from the registration requirements under the 1933 Act and state securities laws.
(b) The registered Owner of any Trust Certificate may transfer all or any portion of the beneficial interest in the Trust evidenced by such Trust Certificate upon surrender thereof to the Owner Trustee accompanied by the documents required by Section 3.04 and Section 3.06 hereof. Such transfer may be made by the registered Owner in person or by his attorney duly authorized in writing upon surrender of the Trust Certificate to the Owner Trustee accompanied by a written instrument of transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of transfer as the Owner Trustee may reasonably require. Promptly upon the receipt of such documents and receipt by the Owner Trustee of the transferor’s Trust Certificate, the Owner Trustee shall record the name of such transferee as an Owner and its Ownership Percentage in the Trust Certificate register and issue, execute and deliver to such Owner a Trust Certificate evidencing such Ownership Percentage. In the event a transferor transfers only a portion of its beneficial interest in the Trust, the Owner Trustee shall register and issue, to such transferor a new Trust Certificate evidencing such transferor’s new Ownership Percentage. Subsequent to a transfer and upon the issuance of the new Trust Certificate or Trust Certificates, the Owner Trustee shall cancel and destroy the Trust Certificate surrendered to it in connection with such transfer. The Owner Trustee may treat the Person in whose name any Trust Certificate is registered as the sole Owner of the beneficial interest in the Trust evidenced by such Trust Certificate.
(c) As a condition precedent to any registration of transfer, the Owner Trustee may require the payment of a sum sufficient to cover the payment of any tax or taxes or other governmental charges required to be paid in connection with such transfer.
Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates.
(b) Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar the Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or Percentage Interest of the Certificate so surrendered.
(c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class and tenor and a like aggregate original principal amount or percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive.
Registration and Transfer of Certificates. Section 3.03 Lost, Stolen, Mutilated or Destroyed Certificates Section 3.04 Limitation on Transfer of Ownership Rights.
Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates.
(b) Subject to the provisions of Section 5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar the Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or Percentage Interest of the Certificate so surrendered.
(c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class and tenor and a like aggregate original principal amount or percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive.
(d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange.
(e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Registrar duly executed by the Owner thereof or his attorney duly authorized in writing.
(f) No service charge ...
Registration and Transfer of Certificates. 12 Section 3.03. LOST, STOLEN, MUTILATED OR DESTROYED CERTIFICATES.....................................13 Section 3.04. LIMITATION ON TRANSFER OF OWNERSHIP RIGHTS............................................13 Section 3.05.
Registration and Transfer of Certificates. Section 3.03. LOST, STOLEN, MUTILATED OR DESTROYED CERTIFICATES......
Registration and Transfer of Certificates. (a) The Manager, or any ----------------------------------------- agent appointed by him, shall maintain a register for the registration and Transfer of Trust Certificates and the number of Units represented by each Trust Certificate.
(b) A Unitholder may Transfer a Unit only if all of the following conditions have been satisfied:
(i) all of the non-transferring Unitholders shall have consented to the Transfer, which consent of any such Unitholder may be granted or withheld in the sole discretion of such Unitholder and may be unreasonably withheld;
(ii) the transferor has delivered to the Manager an opinion of counsel reasonably satisfactory to the Manager to the effect that (A) the Transfer is not required to be registered under the Securities Act or any applicable state securities law and (B) the Transfer will not cause the Trust to be required to register (or seek an exemption from registration) under the Investment Company Act of 1940, as amended (the "Investment Company Act");
(iii) each of the transferor and the transferee has agreed to reimburse the Trust for costs incurred by the Trust in connection with the Transfer, including the costs incurred as a result of Section 3.2(b)(ii) above; and
(iv) the transferee has delivered to the Manager an instrument in writing signed by the transferor and the transferee reasonably satisfactory to the Manager, stating that the transferor has the right to Transfer, and the transferee has the right to acquire, the transferor's Units proposed to be transferred and acknowledging that the transferee accepts and agrees to be bound by the terms and provisions of this Agreement, including the assumption of any obligation of the transferor to the Trust. In the event of the death of a Unitholder, any transferee, beneficiary or devisee will receive an economic interest only with respect to Units held by such Unitholder and shall have no other rights of a Unitholder hereunder until such Person shall have complied with each of the provisions in this Section 3.2(b).
(c) An attempted Transfer of a Unit will be void ab initio and of no -- ------ effect whatsoever if such attempted Transfer of a Unit would, if effected, cause the Trust to be subject to the registration requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act") or any successor statute or statutes, or cause the Trust to be required to register (or seek an exemption from registration) as an investment company under th...
Registration and Transfer of Certificates. (a) The Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby appointed registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Class A-8 and Class A-9 Certificate Insurer shall have the right to inspect the Register at all reasonable times and to obtain copies thereof.
(b) Subject to the provisions of Section 5.8 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, the Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount of the Certificate so surrendered.
(c) the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class, tenor and a like aggregate original principal amount and bearing numbers not contemporaneously outstanding,
Registration and Transfer of Certificates. (a) Certificates ----------------------------------------- sold to Qualified Institutional Buyers in reliance on Rule 144A shall be represented by one or more Book-Entry Certificates (the "Rule 144A --------- Certificates"), in registered form, without interest coupons, which will be ------------ deposited upon the order of Seller on the Closing Date with Trustee as custodian for and registered in the name of Cede & Co., as nominee of the Clearing Agency. Certificates sold in offshore transactions in reliance on Regulation S shall be represented initially by temporary Book-Entry Certificates (the "Regulation S ------------ Temporary Global Certificates"), in registered form, without interest coupons. -----------------------------
Registration and Transfer of Certificates. 17 Section 5.05 MUTILATED, DESTROYED, LOST OR STOLEN FLOATING RATE CERTIFICATES ........................................... 19 Section 5.06 PERSONS DEEMED OWNERS .................................. 20 Section 5.07 CANCELLATION ........................................... 20
