Common use of Registration; Registration of Transfer and Exchange of Certificates Clause in Contracts

Registration; Registration of Transfer and Exchange of Certificates. The Certificate Registrar shall cause to be kept at its office or agency in New York, New York, or at its designated agent, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, it shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The Chase Manhattan Bank shall be the initial Certificate Registrar. Subject to Section 3.10, upon surrender for registration of transfer of any Certificate at the office or agency of the Owner Trustee maintained pursuant to Section 3.8, the Owner Trustee shall execute, and the Owner Trustee or the Certificate Registrar shall authenticate and deliver in the name of the designated transferee or transferees, a new Certificate or Certificates of the same Percentage Interest and dated the date of authentication by the Owner Trustee or the Certificate Registrar. The Certificate Registrar shall thereupon provide the Rating Agencies with notice of such Certificate transfer. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at such office. Whenever any Certificates are so surrendered for exchange, the Owner Trustee or the Certificate Registrar shall execute, authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. No service charge shall be made for any registration of transfer or exchange of 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 registration of transfer or exchange of Certificates. All Certificates surrendered for registration of transfer or exchange shall be marked "canceled" by the Owner Trustee. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make, and the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.

Registration; Registration of Transfer and Exchange of Certificates. The Certificate Registrar shall cause to be kept at its office or agency in New York, New York, or at its designated agent, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, it shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The Chase Manhattan Bank shall be the initial Certificate Registrar. Subject to Section 3.10, upon surrender for registration of transfer of any Certificate at the office or agency of the Owner Trustee maintained pursuant to Section 3.8, the Owner Trustee shall execute, and the Owner Trustee or the Certificate Registrar shall authenticate and deliver in the name of the designated transferee or transferees, a new Certificate or Certificates of the same Percentage Interest and dated the date of authentication by the Owner Trustee or the Certificate Registrar. The Certificate Registrar shall thereupon provide the Rating Agencies with notice of such Certificate transfer. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at such office. Whenever any Certificates are so surrendered for exchange, the Owner Trustee or shall execute and deliver to the Certificate Registrar who shall execute, authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. No service charge shall be made for any registration of transfer or exchange of 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 registration of transfer or exchange of Certificates. All Certificates surrendered for registration of transfer or exchange shall be marked "canceled" by the Owner TrusteeCertificate Registrar. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make, and the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.

Registration; Registration of Transfer and Exchange of Certificates. The Certificate Registrar shall cause to be kept at its office or agency in New York, New York, or at its designated agent, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, it shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The Chase Manhattan Bank Owner Trustee shall be the initial Certificate Registrar. Subject to Section 3.103.11, upon surrender for registration of transfer of any Certificate at the office or agency of the Owner Trustee maintained pursuant to Section 3.8, the Owner Trustee shall execute, and the Owner Trustee or the Certificate Registrar its authenticating agent shall authenticate and deliver in the name of the designated transferee or transferees, a new Certificate or Certificates of the same Percentage Interest and dated the date of authentication by the Owner Trustee or the Certificate Registrar. The Certificate Registrar shall thereupon provide the Rating Agencies with notice of such Certificate transferauthenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at such office. Whenever any Certificates are so surrendered for exchange, the Owner Trustee or the Certificate Registrar its authenticating agent shall execute, authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. No service charge shall be made for any registration of transfer or exchange of 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 registration of transfer or exchange of Certificates. All Certificates surrendered for registration of transfer or exchange shall be marked "canceled" by the Owner Trustee. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make, and the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.

Registration; Registration of Transfer and Exchange of Certificates. The Certificate Registrar shall cause to be kept at its office or agency in New York, New York, or at its designated agent, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, it shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The Chase Manhattan Bank shall be the initial Certificate Registrar. Subject to Section 3.10, upon surrender for registration of transfer of any Certificate at the office or agency of the Owner Trustee maintained pursuant to Section 3.8, the Owner Trustee shall execute, and the Owner Trustee or the Certificate Registrar shall authenticate and deliver in the name of the designated transferee or transferees, a new Certificate or Certificates of the same Percentage Interest and dated the date of authentication by the Owner Trustee or the Certificate Registrar. The Certificate Registrar shall thereupon provide the Rating Agencies with notice of such Certificate transfer. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at such office. Whenever any Certificates are so surrendered for exchange, the Owner Trustee or shall execute and deliver to the Certificate Registrar who shall execute, authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. No service charge shall be made for any registration of transfer or exchange of 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 registration of transfer or exchange of Certificates. All Certificates surrendered for registration of transfer or exchange shall be marked "canceled" by the Owner TrusteeCertificate Registrar. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make, and the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.

Registration; Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall cause to be kept at its office or agency in New York, New York, or at its designated agent, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, it shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The Chase Manhattan Bank Owner Trustee shall be the initial Certificate Registrar. Subject to Section 3.10, upon Upon surrender for registration of transfer of any Certificate at the office or agency of the Owner Trustee maintained pursuant to Section 3.8, the Owner Trustee shall execute, and the Owner Trustee or the Certificate Registrar its authenticating agent shall authenticate and deliver in the name of the designated transferee or transferees, a new Certificate or Certificates of the same Percentage Interest and dated the date of authentication by the Owner Trustee or the Certificate Registrar. The Certificate Registrar shall thereupon provide the Rating Agencies with notice of such Certificate transferauthenticating agent. At the option of a Certificateholderthe Certificateholders, Certificates may be exchanged for other Certificates of a like aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at such office. Whenever any Certificates are so surrendered for exchange, the Owner Trustee or the Certificate Registrar its authenticating agent shall execute, authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. No service charge shall be made for any registration of transfer or exchange of 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 registration of transfer or exchange of Certificates. All Certificates surrendered for registration of transfer or exchange shall be marked "canceled" by the Owner Trustee. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make, and the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.

Registration; Registration of Transfer and Exchange of Certificates. The Certificate Registrar shall keep or cause to be kept kept, at its the office or agency in New York, New York, or at its designated agentmaintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, it the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein providedprovided herein. The Owner Trustee shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The Chase Manhattan Bank initial Certificateholders may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the Certificates, provided that certain conditions are satisfied, including: (i) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholders provide to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for Federal income tax purposes, (iii) such transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholders and (iv) the conditions set forth in Section 9.11 have been satisfied. In addition, no transfer of a Certificate shall be registered unless the initial transferee shall have provided to the Owner Trustee and the Certificate RegistrarRegistrar an opinion of counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable state law or that such transfer is otherwise being made in accordance with all applicable federal and state securities laws. Subject to Section 3.103.4(b), upon surrender for registration of transfer of any Certificate at the office or agency of the Owner Trustee maintained pursuant to Section 3.8, the Owner Trustee shall executeexecute on behalf of the Trust, and the Owner Trustee or the Certificate Registrar shall authenticate and deliver (or shall cause the Authentication Agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a new Certificate or Certificates of the same Percentage Interest and like aggregate amount dated the date of authentication by the Owner Trustee or the Certificate Registrar. The Certificate Registrar shall thereupon provide the Rating Agencies with notice of such Certificate transferany authenticating agent. At the option of a CertificateholderHolder, Certificates may be exchanged for other Certificates of a like aggregate Percentage Interest, percentage interest upon surrender of the Certificates to be exchanged at such officethe Corporate Trust Office maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the Owner Trustee or shall execute on behalf of the Certificate Registrar shall executeTrust, authenticate and deliver (or shall cause the Authentication Agent to authenticate and deliver) one or more Certificates which dated the Certificateholder date of authentication by the Owner Trustee or any Authentication Agent. Such Certificates shall be delivered to the Holder making the exchange. Every Certificate presented or surrendered for registration of transfer or exchange is entitled shall be accompanied by a written instrument of transfer in form satisfactory to receivethe Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 9.11. Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of 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 registration of transfer or exchange of Certificates. All Certificates surrendered for registration of transfer or exchange shall be marked "canceled" by the Owner Trustee. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make, and the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.

Registration; Registration of Transfer and Exchange of Certificates. The Certificate Registrar shall cause to be kept at its office or agency in New York, New York, or at its designated agent, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, it shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The Chase Manhattan Bank shall be the initial Certificate Registrar. Subject to Section 3.10, upon surrender for registration of transfer of any Certificate at the office or agency of the Owner Trustee maintained pursuant to Section 3.8, the Owner Trustee shall execute, and the Owner Trustee or the Certificate Registrar shall authenticate and deliver in the name of the designated transferee or transferees, a new Certificate or Certificates of the same Percentage Interest and dated the date of authentication by the Owner Trustee or the Certificate Registrar. The Certificate Registrar shall thereupon provide the Rating Agencies with notice of such Certificate transfer. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at such office. Whenever any Certificates are so surrendered for exchange, the Owner Trustee or shall execute and deliver to the Certificate Registrar who shall execute, authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. No service charge shall be made for any registration of transfer or exchange of 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 registration of transfer or exchange of Certificates. All Certificates surrendered for registration of transfer or exchange shall be marked "canceled" by the Owner TrusteeCertficate Registrar. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make, and the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.

Registration; Registration of Transfer and Exchange of Certificates. The Depositor hereby appoints the Owner Trustee as the initial Certificate Registrar. The Certificate Registrar shall cause to be kept at its office Corporate Trust Office or its agency in New York, New York, or at its designated agentfor such purpose, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, it shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Upon any resignation of a the Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The Chase Manhattan Bank shall be the initial Certificate Registrar. Subject to Section 3.10, upon surrender for registration of transfer of any Certificate at the office or agency of the Owner Trustee maintained pursuant to Section 3.8, the Owner Trustee shall execute, and the Owner Trustee or the Certificate Registrar shall authenticate and deliver in the name of the designated transferee or transferees, a new Certificate or Certificates of the same Percentage Interest and dated the date of authentication by the Owner Trustee or the Certificate Registrar. The Certificate Registrar shall thereupon provide the Rating Agencies with notice of such Certificate transfer. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at such officeoffice or agency. Whenever any Certificates are so surrendered for exchange, the Owner Trustee or shall execute and deliver new Certificates to the Certificate Registrar who shall execute, authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. No service charge shall be made for any registration of transfer or exchange of 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 registration of transfer or exchange of Certificates. All Certificates surrendered for registration of transfer or exchange shall be marked "canceled" by the Owner TrusteeCertificate Registrar and shall be disposed of or retained in accordance with usual and customary procedures for such purpose. The preceding provisions of this Section notwithstanding, the Owner Trustee shall need not make, and the Certificate Registrar shall not register transfers or exchanges of Certificates for a the period of 15 days preceding between any Record Date and the related due date for any scheduled payment with respect to the Certificates.

Registration; Registration of Transfer and Exchange of Certificates. The Certificate Registrar shall cause to be kept at its office or agency in New York, New York, or at its designated agent, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, it shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The Chase Manhattan Bank _____________________ shall be the initial Certificate Registrar. Subject to Section 3.10, upon surrender for registration of transfer of any Certificate at the office or agency of the Owner Trustee maintained pursuant to Section 3.8, the Owner Trustee shall execute, and the Owner Trustee or the Certificate Registrar shall authenticate and deliver in the name of the designated transferee or transferees, a new Certificate or Certificates of the same Percentage Interest and dated the date of authentication by the Owner Trustee or the Certificate Registrar. The Certificate Registrar shall thereupon provide the Rating Agencies with notice of such Certificate transfer. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at such office. Whenever any Certificates are so surrendered for exchange, the Owner Trustee or shall execute and deliver to the Certificate Registrar who shall execute, authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. No service charge shall be made for any registration of transfer or exchange of 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 registration of transfer or exchange of Certificates. All Certificates surrendered for registration of transfer or exchange shall be marked "canceled" by the Owner TrusteeCertificate Registrar. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make, and the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.

Registration; Registration of Transfer and Exchange of Certificates. The Certificate Registrar shall cause to be kept at its office or agency in New York, New York, or at its designated agent, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, it shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Certificate Registrar. The Chase Manhattan Bank Owner Trustee shall be the initial Certificate Registrar. Subject to Section 3.103.11, upon surrender for registration of transfer of any Certificate at the office or agency of the Owner Trustee maintained pursuant to Section 3.8, the Owner Trustee shall execute, and the Owner Trustee or the Certificate Registrar its authenticating agent shall authenticate and deliver in the name of the designated transferee or transferees, a new Certificate or Certificates of the same Percentage Interest and dated the date of authentication by the Owner Trustee or the Certificate Registrar. The Certificate Registrar shall thereupon provide the Rating Agencies with notice of such Certificate transferauthenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at such office. Whenever any Certificates are so surrendered for exchange, the Owner Trustee or the Certificate Registrar its authenticating agent shall execute, authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. No service charge shall be made for any registration of transfer or exchange of 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 registration of transfer or exchange of Certificates. All Certificates surrendered for registration of transfer or exchange shall be marked "canceled" by the Owner Trustee. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make, and the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.sum