PROVIDED, HOWEVER, THAT THE
TRUSTEE SHALL NOT BE RELIEVED OF ANY OF ITS DUTIES OR RESPONSIBILITIES HEREUNDER
AS REGISTRAR BY REASON OF SUCH APPOINTMENT.
IF THE TRUSTEE RESIGNS OR IS
REMOVED IN ACCORDANCE WITH THE TERMS HEREOF, THE SUCCESSOR TRUSTEE SHALL
IMMEDIATELY SUCCEED TO ITS PREDECESSOR'S DUTIES AS REGISTRAR.
(B)
AT ALL TIMES DURING THE TERM OF THIS AGREEMENT, THERE SHALL BE
MAINTAINED AT THE OFFICE OF THE REGISTRAR (LOCATED AS OF THE CLOSING DATE AT THE
DESIGNATED OFFICE) THE REGISTER, IN WHICH, SUBJECT TO SUCH REASONABLE
REGULATIONS AS THE REGISTRAR MAY PRESCRIBE, THE REGISTRAR SHALL PROVIDE FOR THE
REGISTRATION OF CERTIFICATES AND OF TRANSFERS AND EXCHANGES OF CERTIFICATES AS
PROVIDED HEREIN.
(C)
THE DEPOSITOR, THE TRUSTEE (IF IT IS NO LONGER THE REGISTRAR) AND
EACH CERTIFICATEHOLDER SHALL HAVE THE RIGHT TO INSPECT THE REGISTER OR TO OBTAIN
A COPY THEREOF AT ALL REASONABLE TIMES AND TO RELY CONCLUSIVELY UPON A
CERTIFICATE OF THE REGISTRAR AS TO THE INFORMATION SET FORTH IN THE REGISTER.
6
SECTION
4.08
Restrictions and Procedures Relating to Certificate Transfers.
(A)
A CERTIFICATE TRANSFER SHALL NOT BE MADE UNLESS EACH OF THE
FOLLOWING CONDITIONS IS SATISFIED:
(I)
THE CERTIFICATE TRANSFER RELATES TO CERTIFICATES IN THE PROPER
TRANSFER AMOUNT;
(II)
(A) THE TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (B) THE
TRANSFEREE IS A PERMITTED INSTITUTIONAL INVESTOR AND THE CERTIFICATE TRANSFER IS
OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
THE REGISTRATION AND/OR QUALIFICATION REQUIREMENTS OF ANY APPLICABLE STATE
SECURITIES LAWS (IT BEING UNDERSTOOD THAT THE TRUST AND THE DEPOSITOR HAVE NO
OBLIGATION OR INTENTION TO EFFECT ANY REGISTRATION OR QUALIFICATION OF THE
CERTIFICATES UNDER ANY FEDERAL OR STATE SECURITIES LAWS);
(III)
THE TRANSFEREE IS NOT A PLAN OR
A PERSON WHO IS DIRECTLY OR
INDIRECTLY ACQUIRING A CERTIFICATE OR INTEREST THEREIN ON BEHALF OF, AS NAMED
FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF A PLAN, UNLESS THE PROSPECTIVE
TRANSFEREE OF SUCH CERTIFICATE OR INTEREST THEREIN PROVIDES THE REGISTRAR AND
THE DEPOSITOR WITH A CERTIFICATION OF FACTS AND AN OPINION OF COUNSEL WHICH
ESTABLISH TO THE SATISFACTION OF THE TRUSTEE AND THE DEPOSITOR THAT SUCH
CERTIFICATE TRANSFER AND HOLDING OF SUCH CERTIFICATE OR INTEREST THEREIN WILL
NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR
SECTION 4975 OF THE CODE OR RESULT IN THE IMPOSITION OF AN EXCISE TAX UNDER
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUST, THE DEPOSITOR, THE
UNDERLYING ISSUER, THE UNDERLYING OWNER TRUSTEE, THE MANAGER (AS DEFINED IN THE
UNDERLYING INDENTURE), THE COMPANY (AS DEFINED IN THE UNDERLYING INDENTURE), THE
BOND REGISTRAR (AS DEFINED IN THE UNDERLYING INDENTURE) OR THE UNDERLYING
INDENTURE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE
UNDERLYING INDENTURE OR THIS AGREEMENT, AS APPLICABLE; AND
(IV)
IN THE CASE OF A TRANSFER OF A CLASS B CERTIFICATE, THE TRUSTEE
HAS RECEIVED AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH CERTIFICATE TRANSFER:
(1) WILL NOT ADVERSELY EFFECT THE CHARACTERIZATION FOR FEDERAL INCOME TAX
PURPOSES OF