Common use of Registration of Transfer and Exchange of Residual Interest Instruments Clause in Contracts

Registration of Transfer and Exchange of Residual Interest Instruments. (a) The Certificate Registrar shall keep or cause to be kept, a Certificate Register, subject to such reasonable regulations as it may prescribe. The Certificate Register shall provide for the registration of Residual Interest Instruments and transfers and exchanges of Residual Interest Instruments as provided herein. The Trust Agent, as agent for the Trust, is hereby initially appointed Certificate Registrar for the purpose of registering Residual Interest Instruments and transfers and exchanges of Residual Interest Instruments as herein provided. In the event that, subsequent to the Closing Date, the Trust Agent notifies the Administrator that the Trust Agent is unable to act as Certificate Registrar, the Administrator shall appoint another bank or trust company, having an office or agency located in The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Depositor, to act as successor Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any Residual Interest Instrument at the office of the Certificate Registrar, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Trust Agent, as its authenticating agent, to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Residual Interest Instruments in authorized denominations of a like Percentage Interest. (c) At the option of an Owner of a Residual Interest Instrument, Residual Interest Instruments may be exchanged for other Residual Interest Instruments in authorized denominations of a like Percentage Interest, upon surrender of the Residual Interest Instruments to be exchanged at the office of the Certificate Registrar. Whenever any Residual Interest Instruments are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or shall cause the Trust Agent, as its authenticating agent, to authenticate and deliver) the Residual Interest Instruments that the Owner making the exchange is entitled to receive. Every Residual Interest Instrument presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Trust Agent and the Certificate Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (d) No service charge shall be made for any registration of transfer or exchange of Residual Interest Instruments, but the Owner Trustee or, on its behalf, the Trust Agent, may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Residual Interest Instruments. (e) All Residual Interest Instruments surrendered for registration of transfer or exchange, if surrendered to any agent of the Owner Trustee under this Agreement, shall be delivered to the Trust Agent and promptly canceled by it, or, if surrendered to the Trust Agent, shall be promptly canceled by it, and no Residual Interest Instruments shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Trust Agent shall dispose of canceled Residual Interest Instruments in accordance with the normal industry practice.

Registration of Transfer and Exchange of Residual Interest Instruments. (a) The Certificate Registrar shall keep or cause to be kept, a Certificate Register, subject to such reasonable regulations as it may prescribe. The Certificate Register shall provide for the registration of Residual Interest Instruments and transfers and exchanges of Residual Interest Instruments as provided herein. The Trust Agent, as agent for the Trust, is hereby initially appointed Certificate Registrar for the purpose of registering Residual Interest Instruments and transfers and exchanges of Residual Interest Instruments as herein provided. In the event that, subsequent to the Closing Date, the Trust Agent notifies the Administrator that the Trust Agent is unable to act as Certificate Registrar, the Administrator shall appoint another bank or trust company, having an office or agency located in The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Depositor, to act as successor Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any Residual Interest Instrument at the office of the Certificate Registrar, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Trust Agent, as its authenticating agent, to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Residual Interest Instruments in authorized denominations of a like Percentage Interestaggregate principal amount. (c) At the option of an a Owner of a Residual Interest Instrument, Residual Interest Instruments may be exchanged for other Residual Interest Instruments in authorized denominations of a like Percentage Interest, upon surrender of the Residual Interest Instruments to be exchanged at the office of the Certificate Registrar. Whenever any Residual Interest Instruments are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or shall cause the Trust Agent, as its authenticating agent, to authenticate and deliver) the Residual Interest Instruments that the Owner making the exchange is entitled to receive. Every Residual Interest Instrument presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Trust Agent and the Certificate Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. In addition, each Residual Interest Instrument presented or surrendered for registration of transfer and exchange must be accompanied by a letter from the prospective Owner certifying as to the representations set forth in Section 3.11(a) and (b). (d) No service charge shall be made for any registration of transfer or exchange of Residual Interest Instruments, but the Owner Trustee or, on its behalf, the Trust Agent, may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Residual Interest Instruments. (e) All Residual Interest Instruments surrendered for registration of transfer or exchange, if surrendered to any agent of the Owner Trustee under this Agreement, shall be delivered to the Trust Agent and promptly canceled by it, or, if surrendered to the Trust Agent, shall be promptly canceled by it, and no Residual Interest Instruments shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Trust Agent shall dispose of canceled Residual Interest Instruments in accordance with the normal industry practice.

Registration of Transfer and Exchange of Residual Interest Instruments. (a) The Certificate Registrar shall keep or cause to be kept, a Certificate Register, subject to such reasonable regulations as it may prescribe. The Certificate Register shall provide for the registration of Residual Interest Instruments and transfers and exchanges of Residual Interest Instruments as provided herein. The Trust Agent, as agent for the Trust, is hereby initially appointed Certificate Registrar for the purpose of registering Residual Interest Instruments and transfers and exchanges of Residual Interest Instruments as herein provided. In the event that, subsequent to the Closing Date, the Trust Agent notifies the Administrator that the Trust Agent is unable to act as Certificate Registrar, the Administrator shall appoint another bank or trust company, having an office or agency located in The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Depositor, to act as successor Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any Residual Interest Instrument at the office of the Certificate Registrar, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Trust Agent, as its authenticating agent, to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Residual Interest Instruments in authorized denominations of a like Percentage Interest. (c) At the option of an Owner of a Residual Interest Instrument, Residual Interest Instruments may be exchanged for other Residual Interest Instruments in authorized denominations of a like Percentage Interest, upon surrender of the Residual Interest Instruments to be exchanged at the office of the Certificate Registrar. Whenever any Residual Interest Instruments are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or shall cause the Trust Agent, as its authenticating agent, to authenticate and deliver) the Residual Interest Instruments that the Owner making the exchange is entitled to receive. Every Residual Interest Instrument presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Trust Agent and the Certificate Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. In addition, each Residual Interest Instrument presented or surrendered for registration of transfer and exchange must be accompanied by a letter from the prospective Owner certifying as to the representations set forth in Section 3.11(a) and (b). (d) No service charge shall be made for any registration of transfer or exchange of Residual Interest Instruments, but the Owner Trustee or, on its behalf, the Trust Agent, may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Residual Interest Instruments. (e) All Residual Interest Instruments surrendered for registration of transfer or exchange, if surrendered to any agent of the Owner Trustee under this Agreement, shall be delivered to the Trust Agent and promptly canceled by it, or, if surrendered to the Trust Agent, shall be promptly canceled by it, and no Residual Interest Instruments shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Trust Agent shall dispose of canceled Residual Interest Instruments in accordance with the normal industry practice.

Registration of Transfer and Exchange of Residual Interest Instruments. (a) The Certificate Registrar shall keep or cause to be kept, a Certificate Register, subject to such reasonable regulations as it may prescribe. The Certificate Register shall provide for the registration of Residual Interest Instruments and transfers and exchanges of Residual Interest Instruments as provided herein. The Trust Agent, as agent for the Trust, is hereby initially appointed Certificate Registrar for the purpose of registering Residual Interest Instruments and transfers and exchanges of Residual Interest Instruments as herein provided. In the event that, subsequent to the Closing Date, the Trust Agent notifies the Administrator that the Trust Agent is unable to act as Certificate Registrar, the Administrator shall appoint another bank or trust company, having an office or agency located in The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Depositor, to act as successor Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any Residual Interest Instrument at the office of the Certificate Registrar, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Trust Agent, as its authenticating agent, to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Residual Interest Instruments in authorized denominations of a like Percentage Interestaggregate principal amount. (c) At the option of an Owner of a Residual Interest Instrument, Residual Interest Instruments may be exchanged for other Residual Interest Instruments in authorized denominations of a like Percentage Interest, upon surrender of the Residual Interest Instruments to be exchanged at the office of the Certificate Registrar. Whenever any Residual Interest Instruments are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or shall cause the Trust Agent, as its authenticating agent, to authenticate and deliver) the Residual Interest Instruments that the Owner making the exchange is entitled to receive. Every Residual Interest Instrument presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Trust Agent and the Certificate Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. In addition, each Residual Interest Instrument presented or surrendered for registration of transfer and exchange must be accompanied by a letter from the prospective Owner certifying as to the representations set forth in Section 3.11(a) and (b). (d) No service charge shall be made for any registration of transfer or exchange of Residual Interest Instruments, but the Owner Trustee or, on its behalf, the Trust Agent, may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Residual Interest Instruments. (e) All Residual Interest Instruments surrendered for registration of transfer or exchange, if surrendered to any agent of the Owner Trustee under this Agreement, shall be delivered to the Trust Agent and promptly canceled by it, or, if surrendered to the Trust Agent, shall be promptly canceled by it, and no Residual Interest Instruments shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Trust Agent shall dispose of canceled Residual Interest Instruments in accordance with the normal industry practice.

Registration of Transfer and Exchange of Residual Interest Instruments. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate RegisterRegister in which, subject to such reasonable regulations as it may prescribe. The Certificate Register , the Owner Trustee shall provide for the registration of Residual Interest Instruments and transfers and exchanges of Residual Interest Instruments as provided herein. The Trust Agent, as agent for the Trust, is hereby initially appointed Certificate Registrar for the purpose of registering Residual Interest Instruments and transfers and exchanges of Residual Interest Instruments as herein provided, [______________________] shall be the initial Certificate Registrar. In The Depositor shall provide the event that, subsequent Indenture Trustee with a list of the names and addresses of the Certificateholders on the Closing Date in such form as shall be delivered to the Closing DateCertificate Registrar by the Depositor. Upon any transfers of Residual Interest Instruments, the Trust Agent notifies the Administrator that the Trust Agent is unable to act as Certificate Registrar, the Administrator shall appoint another bank or trust company, having an office or agency located in The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Depositor, to act as successor Certificate Registrar hereunder. (b) shall notify the Indenture Trustee of the name and address of the transferee in writing, by facsimile. Upon surrender for registration of transfer of any Residual Interest Instrument at the office of the Certificate Registraror agency maintained pursuant to Section 3.8, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Trust Agent, as its authenticating agent, agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Residual Interest Instruments in authorized denominations and of a like Percentage Interest. (c) aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of an Owner of a Residual Interest InstrumentHolder, Residual Interest Instruments may be exchanged for other Residual Interest Instruments of the same class in authorized denominations of a like Percentage Interest, aggregate amount upon surrender of the Residual Interest Instruments to be exchanged at the office of the Certificate Registrar. Whenever any Residual Interest Instruments are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or shall cause the Trust Agent, as its authenticating agent, agency maintained pursuant to authenticate and deliver) the Residual Interest Instruments that the Owner making the exchange is entitled to receiveSection 3.8. Every Residual Interest Instrument presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Trust Agent Owner Trustee and the Certificate Registrar duly executed by the Owner thereof Certificateholder or his attorney duly authorized in writing. , with such signature guaranteed by an "eligible guarantor institution" meeting the requirements of the Certificate Registrar, which requirements include membership or participation in the Securities Transfer Agent's Medallion Program (d"STAMP") or such other "signature guarantee program" as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. Each Residual Interest Instrument surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Residual Interest Instruments, but the Owner Trustee or, on its behalf, or the Trust Agent, Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Residual Interest Instruments. (e) All . Notwithstanding the preceding provisions of this Section 3.4, the Owner Trustee shall not be required to make, and the Certificate Registrar shall not be required to register, transfers or exchanges of Residual Interest Instruments surrendered for registration a period of transfer or exchange, if surrendered to 15 days preceding the due date for any agent of the Owner Trustee under this Agreement, shall be delivered payment with respect to the Trust Agent and promptly canceled by it, or, if surrendered to the Trust Agent, shall be promptly canceled by it, and no Residual Interest Instruments shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Trust Agent shall dispose of canceled Residual Interest Instruments in accordance with the normal industry practiceInstrument.

Registration of Transfer and Exchange of Residual Interest Instruments. (a) The Certificate Registrar shall keep or cause to be kept, a Certificate Register, subject to such reasonable regulations as it may prescribe. The Certificate Register shall provide for the registration of Residual Interest Instruments and transfers and exchanges of Residual Interest Instruments as provided herein. The Trust Agent, as agent for the Trust, is hereby initially appointed Certificate Registrar for the purpose of registering Residual Interest Instruments and transfers and exchanges of Residual Interest Instruments as herein provided. In the event that, subsequent to the Closing Date, the Trust Agent notifies the Administrator that the Trust Agent is unable to act as Certificate Registrar, the Administrator shall appoint another bank or trust company, having an office or agency located in The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Depositor, to act as successor Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any Residual Interest Instrument at the office of the Certificate Registrar, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Trust Agent, as its authenticating agent, to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Residual Interest Instruments in authorized denominations of a like Percentage Interestaggregate principal amount. (c) At the option of an a Owner of a Residual Interest Instrument, Residual Interest Instruments may be exchanged for other Residual Interest Instruments in authorized denominations of a like Percentage Interest, upon surrender of the Residual Interest Instruments to be exchanged at the office of the Certificate Registrar. Whenever any Residual Interest Instruments are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or shall cause the Trust Agent, as its authenticating agent, to authenticate and deliver) the Residual Interest Instruments that the Owner making the exchange is entitled to receive. Every Residual Interest Instrument presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Trust Agent and the Certificate Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. In addition, each Residual Interest Instrument presented or surrendered for registration of transfer and exchange must be accompanied by a letter from the prospective Owner certifying as to the representations set forth in Section 3.11(a) and (b). (d) No service charge shall be made for any registration of transfer or exchange of Residual Interest Instruments, but the Owner Trustee or, on its behalf, the Trust Agent, may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Residual Interest Instruments. (e) All Residual Interest Instruments surrendered for registration of transfer or exchange, if surrendered to any agent of the Owner Trustee under this Agreement, shall be delivered to the Trust Agent and promptly canceled by it, or, if surrendered to the Trust Agent, shall be promptly canceled by it, and no Residual Interest Instruments shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Trust Agent shall dispose of canceled Residual Interest Instruments in accordance with the normal industry practice.lieu

Registration of Transfer and Exchange of Residual Interest Instruments. (a) The Certificate Registrar shall keep or cause to be kept, a Certificate Register, subject to such reasonable regulations as it may prescribe. The Certificate Register shall provide for the registration of Residual Interest Instruments and transfers and exchanges of Residual Interest Instruments as provided herein. The Trust Agent, as agent for the Trust, is hereby initially appointed Certificate Registrar for the purpose of registering Residual Interest Instruments and transfers and exchanges of Residual Interest Instruments as herein provided. In the event that, subsequent to the Closing Date, the Trust Agent notifies the Administrator that the Trust Agent is unable to act as Certificate Registrar, the Administrator shall appoint another bank or trust company, having an office or agency located in The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Depositor, to act as successor Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any Residual Interest Instrument at the office of the Certificate Registrar, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Trust Agent, as its authenticating agent, to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Residual Interest Instruments in authorized denominations of a like Percentage Interest. (c) At the option of an Owner of a Residual Interest Instrument, Residual Interest Instruments may be exchanged for other Residual Interest Instruments in authorized denominations of a like Percentage Interest, upon surrender of the Residual Interest Instruments to be exchanged at the office of the Certificate Registrar. Whenever any Residual Interest Instruments are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or shall cause the Trust Agent, as its authenticating agent, to authenticate and deliver) the Residual Interest Instruments that the Owner making the exchange is entitled to receive. Every Residual Interest Instrument presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Trust Agent and the Certificate Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (d) No service charge shall be made for any registration of transfer or exchange of Residual Interest Instruments, but the Owner Trustee or, on its behalf, the Trust Agent, may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Residual Interest Instruments. (e) All Residual Interest Instruments surrendered for registration of transfer or exchange, if surrendered to any agent of the Owner Trustee under this Agreement, shall be delivered to the Trust Agent and promptly canceled by it, or, if surrendered to the Trust Agent, shall be promptly canceled by it, and no Residual Interest Instruments shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Trust Agent shall dispose of canceled Residual Interest Instruments in accordance with the normal industry practice. (f) Notwithstanding any other provision of this Agreement, no assignment of a Residual Interest Instrument pursuant to Article III of this Agreement (where, for this purpose, an assignment includes any purported sale, transfer, assignment, redemption, or entering into any financial instrument or contract the value of which is determined in whole or in part by reference to the Trust, including the amount of Trust distributions, the value of Trust assets, or the results of Trust operations) shall be recognized by the Trust, and any such transaction shall be treated as null and void and of no effect ab initio, unless such transaction (i) will not occur through an “established securities market” within the meaning of Treasury Regulation 1.7704-1(b), and (ii) will not cause the Trust to have more than 50 members within the meaning of Treasury Regulation 1.7704-1(h)(1)(ii) (where, for purposes of determining the number of members of the Trust, a person (“beneficial owner”) owning an interest in a partnership, grantor trust, or S corporation (“flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust will be treated as a member of the Trust if more than 50% of the value of such beneficial owner’s interest in such flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust).

Registration of Transfer and Exchange of Residual Interest Instruments. (a) The Certificate Registrar shall keep or cause to be kept, a Certificate Register, subject to such reasonable regulations as it may prescribe. The Certificate Register shall provide for the registration of Residual Interest Instruments and transfers and exchanges of Residual Interest Instruments as provided herein. The Trust Agent, as agent for the Trust, is hereby initially appointed Certificate Registrar for the purpose of registering Residual Interest Instruments and transfers and exchanges of Residual Interest Instruments as herein provided. In the event that, subsequent to the Closing Date, the Trust Agent notifies the Administrator that the Trust Agent is unable to act as Certificate Registrar, the Administrator shall appoint another bank or trust company, having an office or agency located in The the City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Depositor, to act as successor Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any Residual Interest Instrument at the office of the Certificate Registrar, the Owner Trustee shall execute, authenticate and deliver (or shall cause the Trust Agent, as its authenticating agent, to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Residual Interest Instruments in authorized denominations of a like Percentage Interest. (c) At the option of an Owner of a Residual Interest Instrument, Residual Interest Instruments may be exchanged for other Residual Interest Instruments in authorized denominations of a like Percentage Interest, upon surrender of the Residual Interest Instruments to be exchanged at the office of the Certificate Registrar. Whenever any Residual Interest Instruments are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or shall cause the Trust Agent, as its authenticating agent, to authenticate and deliver) the Residual Interest Instruments that the Owner making the exchange is entitled to receive. Every Residual Interest Instrument presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Trust Agent and the Certificate Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (d) No service charge shall be made for any registration of transfer or exchange of Residual Interest Instruments, but the Owner Trustee or, on its behalf, the Trust Agent, may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Residual Interest Instruments. (e) All Residual Interest Instruments surrendered for registration of transfer or exchange, if surrendered to any agent of the Owner Trustee under this Agreement, shall be delivered to the Trust Agent and promptly canceled by it, or, if surrendered to the Trust Agent, shall be promptly canceled by it, and no Residual Interest Instruments shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Trust Agent shall dispose of canceled Residual Interest Instruments in accordance with the normal industry practice. (f) Notwithstanding any other provision of this Agreement, no assignment of a Residual Interest Instrument pursuant to Article III of this Agreement (where, for this purpose, an assignment includes any purported sale, transfer, assignment, redemption, or entering into any financial instrument or contract the value of which is determined in whole or in part by reference to the Trust, including the amount of Trust distributions, the value of Trust assets, or the results of Trust operations) shall be recognized by the Trust, and any such transaction shall be treated as null and void and of no effect ab initio, unless such transaction (i) will not occur through an “established securities market” within the meaning of Treasury Regulation 1.7704-1(b), and (ii) will not cause the Trust to have more than 50 members within the meaning of Treasury Regulation 1.7704-1(h)(1)(ii) (where, for purposes of determining the number of members of the Trust, a person (“beneficial owner”) owning an interest in a partnership, grantor trust, or S corporation (“flow-through entity”) that owns, directly or through other flow-through entities, an interest in the Trust will be treated as a member of the Trust if more than 50% of the value of such beneficial owner’s interest in such flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Trust).