Form of Certificates; Transfer of Certificates Clause Samples

Form of Certificates; Transfer of Certificates. (a) Book-Entry Form. Certificates will be issued in book-entry form and will be maintained in the names of the record owners thereof as entries on the books of the Fiscal Agent, in accordance with the Book-Entry Rules. Holders will have no right to a definitive Certificate, unless otherwise provided in the related Issue Supplement. Transfers, exchanges and redemption of Certificates will be conducted in accordance with the Book-Entry Rules.

Form of Certificates; Transfer of Certificates. Mega Certificates and SMBS Certificates will be issued in book-entry form and will be maintained in the names of the record owners thereof as entries on the books of the Fiscal Agent. The Certificates may be transferred or pledged in accordance with and subject to regulations in effect from time to time, currently contained in Title 24, Part 81, Subpart H of the Code of Federal Regulations, governing the Issuer’s use of the book-entry system of the Federal Reserve Banks and procedures that are followed generally for book-entry securities. If an Issue Supplement so provides, the related Certificates may be issued in definitive or temporary form to facilitate their sale outside the United States. Certificates issued in such form will be subject to the provisions of the related Issue Supplement, including, without limitation, provisions regarding denominations, registration, transfer, exchange and, if applicable, conversion to book-entry form.