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

Registration of Certificates; Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.9, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Trust shall provide for the registration of Certificates and of Transfers and exchanges of Certificates as herein provided. [_______] shall be the initial Certificate Registrar. No Transfer of a Certificate shall be recognized except upon registration of such Transfer in the Certificate Register. (b) No Transfer of any Class C Certificate shall be permitted, recognized or recorded unless the prospective transferee of such Class C Certificate shall provide a letter in the form of Exhibit C hereof to the Trust, the Owner Trustee and the Certificate Registrar, in which such prospective transferee shall represent the following: (i) It is either: (A) not, and each account (if any) for which it is purchasing the Class C Certificates is not (1) an employee benefit plan, as defined in Section 3(3) of ERISA, that is subject to