Common use of Residual Certificates Clause in Contracts

Residual Certificates. (a) No Residual Certificate may be owned, pledged or transferred, directly or indirectly, by or to a disqualified organization, as defined in Section 860E(e)(5) of the Code (a "Disqualified Organization"). Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), to a Disqualified Organization of any Residual Certificate, or any beneficial interest therein, will be void and of no effect. In no event will the Certificate Registrar register the transfer of any Residual Certificate unless the Certificate Registrar has received a properly executed United States Internal Revenue Service Form W-9 (or a Form W-8ECI, in the case of a proposed transferee (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from such Residual Certificate) together with an affidavit from the proposed transferee in the form attached hereto as Exhibit C, including the representation that the Certificateholder is not a Plan Investor. The foregoing restrictions that are applicable to the prevention of a transfer of a Residual Certificate to a Disqualified Organization will cease to have any further effect in the event that the Issuer determines, upon the advice of its tax counsel, that such restrictions are not necessary to preclude the imposition of a tax on the Issuer or upon the transferor of a Residual Certificate, or to maintain the qualification of each REMIC created hereunder as a REMIC and, as a result of such determination, this Indenture is amended to declare such restrictions to be of no further effect. (b) Under the Treasury Regulations, any purported transfer to a U.S. Person of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), of a Residual Certificate that is a "noneconomic residual interest" within the meaning of the Treasury Regulations for the purpose of avoiding or impeding the assessment or collection of tax will be disregarded for all United States federal tax purposes. The affidavit required to be supplied by each transferee of a Residual Certificate pursuant to Section 3.11(a) (in the form attached hereto as Exhibit C) also will contain a statement that no purpose of the transfer of the Residual Certificate is to avoid or impede the assessment or collection of tax, that the proposed transferee understands that it may incur tax liabilities in excess of any cash flows generated by such Residual Certificate, that it intends to pay taxes associated with holding such Residual Certificate as they become due, and that it will not cause income from such Residual Certificate, if any, to be attributable to a foreign permanent establishment or fixed base of the proposed transferee or another United States taxpayer. (c) Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), of a Residual Certificate, or any beneficial interest therein, (i) to a Person that is not (x) a U.S. Person or (y) a Person (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from such Residual Certificate or (ii) to a partnership of which any Person or entity that holds an interest (directly, or indirectly through a pass-thru entity) is not (x) a U.S. Person or (y) a Person (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from such Residual Certificate will be void and of no effect. The foregoing restriction will cease to have any effect with respect to a transfer of a Residual Certificate only if the Issuer has consented to such transfer expressly in writing. (d) A Residual Certificate issued upon any registration of transfer thereof will be entitled to the same benefits under this Agreement as the Residual Certificate surrendered upon such registration of transfer. A service charge in an amount determined by the Certificate Registrar (such amount being based on a service charge schedule on file in the Corporate Trust Office of the Certificate Registrar) will be made for any registration of transfer of a Residual Certificate, and the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of a Residual Certificate. (e) Notwithstanding any provisions hereof to the contrary, but subject to the provisions of Section 11.01(f), without the consent of the Indenture Trustee or any holders of the Notes or Certificates, upon notice to any Certificateholder of a Residual Certificate, the Trustor may direct the parties hereto to amend this Agreement in such manner as Trustor may direct; provided, however, that any such amendment will be limited to such matters as, in the judgment of the Trustor, based upon the written advice of its tax counsel, are reasonably necessary (i) to ensure that the record ownership of, or any beneficial interest in, any Residual Certificate is not transferred, directly or indirectly, to a Disqualified Organization and (ii) to provide for a means to compel the transfer of any Residual Certificate that is held by a Disqualified Organization to a holder that is not a Disqualified Organization; and provided, further, that the Delaware Trustee will have no obligation to enter any such amendment that affects the rights, duties, indemnities or immunities of the Delaware Trustee.

Residual Certificates. (a) No Residual Certificate may be owned, pledged or transferred, directly or indirectly, by or to a disqualified organization, as defined in Section 860E(e)(5) of the Code (a "Disqualified Organization"). Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), to a Disqualified Organization of any Residual Certificate, or any beneficial interest therein, will be void and of no effect. In no event will the Certificate Registrar register the transfer of any Residual Certificate unless the Certificate Registrar has received a properly executed United States Internal Revenue Service Form W-9 (or a Form W-8ECI, in the case of a proposed transferee (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from such Residual Certificate) together with an affidavit from the proposed transferee in the form attached hereto as Exhibit C, including the representation that the Certificateholder is not a Plan Investor, and such other documentation as the Issuer, the Certificate Registrar, the Certificate Paying Agent, the Delaware Trustee, the Administrator or the Trustor may reasonably require to comply with applicable law, including without limitation applicable AML Law. The foregoing restrictions that are applicable to the prevention of a transfer of a Residual Certificate to a Disqualified Organization will cease to have any further effect in the event that the Issuer determines, upon the advice of its tax counsel, that such restrictions are not necessary to preclude the imposition of a tax on the Issuer or upon the transferor of a Residual Certificate, or to maintain the qualification of each REMIC created hereunder as a REMIC and, as a result of such determination, this Indenture is amended to declare such restrictions to be of no further effect. (b) Under the Treasury Regulations, any purported transfer to a U.S. Person of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), of a Residual Certificate that is a "noneconomic residual interest" within the meaning of the Treasury Regulations for the purpose of avoiding or impeding the assessment or collection of tax will be disregarded for all United States federal tax purposes. The affidavit required to be supplied by each transferee of a Residual Certificate pursuant to Section 3.11(a) (in the form attached hereto as Exhibit C) also will contain a statement that no purpose of the transfer of the Residual Certificate is to avoid or impede the assessment or collection of tax, that the proposed transferee understands that it may incur tax liabilities in excess of any cash flows generated by such Residual Certificate, that it intends to pay taxes associated with holding such Residual Certificate as they become due, and that it will not cause income from such Residual Certificate, if any, to be attributable to a foreign permanent establishment or fixed base of the proposed transferee or another United States taxpayer. (c) Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), of a Residual Certificate, or any beneficial interest therein, (i) to a Person that is not (x) a U.S. Person or (y) a Person (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from such Residual Certificate or (ii) to a partnership of which any Person or entity that holds an interest (directly, or indirectly through a pass-thru entity) is not (x) a U.S. Person or (y) a Person (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from such Residual Certificate will be void and of no effect. The foregoing restriction will cease to have any effect with respect to a transfer of a Residual Certificate only if the Issuer has consented to such transfer expressly in writing. (d) A Residual Certificate issued upon any registration of transfer thereof will be entitled to the same benefits under this Agreement as the Residual Certificate surrendered upon such registration of transfer. A service charge in an amount determined by the Certificate Registrar (such amount being based on a service charge schedule on file in the Corporate Trust Office of the Certificate Registrar) will be made for any registration of transfer of a Residual Certificate, and the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of a Residual Certificate. (e) Notwithstanding any provisions hereof to the contrary, but subject to the provisions of Section 11.01(f), without the consent of the Indenture Trustee or any holders of the Notes or Certificates, upon notice to any Certificateholder of a Residual Certificate, the Trustor may direct the parties hereto to amend this Agreement in such manner as Trustor may direct; provided, however, that any such amendment will be limited to such matters as, in the judgment of the Trustor, based upon the written advice of its tax counsel, are reasonably necessary (i) to ensure that the record ownership of, or any beneficial interest in, any Residual Certificate is not transferred, directly or indirectly, to a Disqualified Organization and (ii) to provide for a means to compel the transfer of any Residual Certificate that is held by a Disqualified Organization to a holder that is not a Disqualified Organization; and provided, further, that the Delaware Trustee will have no obligation to enter any such amendment that affects the rights, duties, indemnities or immunities of the Delaware Trustee.

Residual Certificates. (a) No Residual Certificate may be owned, pledged or transferred, directly or indirectly, by or to a disqualified organization, as defined in Section 860E(e)(5) of the Code (a "Disqualified Organization"). Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), to a Disqualified Organization of any Residual Certificate, or any beneficial interest therein, will be void and of no effect. In no event will the Certificate Registrar register the transfer of any Residual Certificate unless the Certificate Registrar has received a properly executed United States Internal Revenue Service Form W-9 (or a Form W-8ECI, in the case of a proposed transferee (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from such Residual Certificate) together with an affidavit from the proposed transferee in the form attached hereto as Exhibit C, including the representation that the Certificateholder is not a Plan Investor. The foregoing restrictions that are applicable to the prevention of a transfer of a Residual Certificate to a Disqualified Organization will cease to have any further effect in the event that the Issuer determines, upon the advice of its tax counsel, that such restrictions are not necessary to preclude the imposition of a tax on the Issuer or upon the transferor of a Residual Certificate, or to maintain the qualification of each REMIC created hereunder as a REMIC and, as a result of such determination, this Indenture is amended to declare such restrictions to be of no further effect. (b) Under the Treasury Regulations, any purported transfer to a U.S. Person of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), of a Residual Certificate that is a "noneconomic residual interest" within the meaning of the Treasury Regulations for the purpose of avoiding or impeding the assessment or collection of tax will be disregarded for all United States federal tax purposes. The affidavit required to be supplied by each transferee of a Residual Certificate pursuant to Section 3.11(a) (in the form attached hereto as Exhibit C) also will contain a statement that no purpose of the transfer of the Residual Certificate is to avoid or impede the assessment or collection of tax, that the proposed transferee understands that it may incur tax liabilities in excess of any cash flows generated by such Residual Certificate, that it intends to pay taxes associated with holding such Residual Certificate as they become due, and that it will not cause income from such Residual Certificate, if any, to be attributable to a foreign permanent establishment or fixed base of the proposed transferee or another United States taxpayer. (c) Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), of a Residual Certificate, or any beneficial interest therein, (i) to a Person that is not (x) a U.S. Person or (y) a Person (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from such Residual Certificate or (ii) to a partnership of which any Person or entity that holds an interest (directly, or indirectly through a pass-thru entity) is not (x) a U.S. Person or (y) a Person (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from such Residual Certificate will be void and of no effect. The foregoing restriction will cease to have any effect with respect to a transfer of a Residual Certificate only if the Issuer has consented to such transfer expressly in writing. (d) A Residual Certificate issued upon any registration of transfer thereof will be entitled to the same benefits under this Agreement as the Residual Certificate surrendered upon such registration of transfer. A service charge in an amount determined by the Certificate Registrar (such amount being based on a service charge schedule on file in the Corporate Trust Office of the Certificate Registrar) will be made for any registration of transfer of a Residual Certificate, and the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of a Residual Certificate. (e) Notwithstanding any provisions hereof to the contrary, but subject to the provisions of Section 11.01(f), without the consent of the Indenture Trustee or any holders of the Notes or Certificates, upon notice to any Certificateholder of a Residual Certificate, the Trustor may direct the parties hereto to amend this Agreement in such manner as Trustor may direct; provided, however, that any such amendment will be limited to such matters as, in the judgment of the Trustor, based upon the written advice of its tax counsel, are reasonably necessary (i) to ensure that the record ownership of, or any beneficial interest in, any Residual Certificate is not transferred, directly or indirectly, to a Disqualified Organization and (ii) to provide for a means to compel the transfer of any Residual Certificate that is held by a Disqualified Organization to a holder that is not a Disqualified Organization; and provided, further, that the Delaware Trustee will have no obligation to enter any such amendment that affects the rights, duties, indemnities or immunities of the Delaware Trustee.

Residual Certificates. (a) No Residual Certificate may be owned, pledged or transferred, directly or indirectly, by or to a disqualified organization, as defined in Section 860E(e)(5) of the Code (a "Disqualified Organization"). Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), to a Disqualified Organization of any Residual Certificate, or any beneficial interest therein, will be void and of no effect. In no event will the Certificate Registrar register the transfer of any Residual Certificate unless the Certificate Registrar has received a properly executed United States Internal Revenue Service Form W-9 (or a Form W-8ECI, in the case of a proposed transferee (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from such Residual Certificate) together with an affidavit from the proposed transferee in the form attached hereto as Exhibit C, including the representation that the Certificateholder is not a Plan Investor, and such other documentation as the Certificate Registrar or the Trustor may reasonably require to comply with applicable law, including without limitation Anti-Money Laundering Law. The foregoing restrictions that are applicable to the prevention of a transfer of a Residual Certificate to a Disqualified Organization will cease to have any further effect in the event that the Issuer determines, upon the advice of its tax counsel, that such restrictions are not necessary to preclude the imposition of a tax on the Issuer or upon the transferor of a Residual Certificate, or to maintain the qualification of each REMIC created hereunder as a REMIC and, as a result of such determination, this Indenture is amended to declare such restrictions to be of no further effect. (b) Under the Treasury Regulations, any purported transfer to a U.S. Person of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), of a Residual Certificate that is a "noneconomic residual interest" within the meaning of the Treasury Regulations for the purpose of avoiding or impeding the assessment or collection of tax will be disregarded for all United States federal tax purposes. The affidavit required to be supplied by each transferee of a Residual Certificate pursuant to Section 3.11(a) (in the form attached hereto as Exhibit C) also will contain a statement that no purpose of the transfer of the Residual Certificate is to avoid or impede the assessment or collection of tax, that the proposed transferee understands that it may incur tax liabilities in excess of any cash flows generated by such Residual Certificate, that it intends to pay taxes associated with holding such Residual Certificate as they become due, and that it will not cause income from such Residual Certificate, if any, to be attributable to a foreign permanent establishment or fixed base of the proposed transferee or another United States taxpayer. (c) Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), of a Residual Certificate, or any beneficial interest therein, (i) to a Person that is not (x) a U.S. Person or (y) a Person (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from such Residual Certificate or (ii) to a partnership of which any Person or entity that holds an interest (directly, or indirectly through a pass-thru entity) is not (x) a U.S. Person or (y) a Person (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from such Residual Certificate will be void and of no effect. The foregoing restriction will cease to have any effect with respect to a transfer of a Residual Certificate only if the Issuer has consented to such transfer expressly in writing. (d) A Residual Certificate issued upon any registration of transfer thereof will be entitled to the same benefits under this Agreement as the Residual Certificate surrendered upon such registration of transfer. A service charge in an amount determined by the Certificate Registrar (such amount being based on a service charge schedule on file in the Corporate Trust Office of the Certificate Registrar) will be made for any registration of transfer of a Residual Certificate, and the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of a Residual Certificate. (e) Notwithstanding any provisions hereof to the contrary, but subject to the provisions of Section 11.01(f), without the consent of the Indenture Trustee or any holders of the Notes or Certificates, upon notice to any Certificateholder of a Residual Certificate, the Trustor may direct the parties hereto to amend this Agreement in such manner as Trustor may direct; provided, however, that any such amendment will be limited to such matters as, in the judgment of the Trustor, based upon the written advice of its tax counsel, are reasonably necessary (i) to ensure that the record ownership of, or any beneficial interest in, any Residual Certificate is not transferred, directly or indirectly, to a Disqualified Organization and (ii) to provide for a means to compel the transfer of any Residual Certificate that is held by a Disqualified Organization to a holder that is not a Disqualified Organization; and provided, further, that the Delaware Trustee will have no obligation to enter any such amendment that affects the rights, duties, indemnities or immunities of the Delaware Trustee.

Residual Certificates. ‌ (a) No Residual Certificate may be owned, pledged or transferred, directly or indirectly, by or to a disqualified organization, as defined in Section 860E(e)(5) of the Code (a "Disqualified Organization"). Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), to a Disqualified Organization of any Residual Certificate, or any beneficial interest therein, will be void and of no effect. In no event will the Certificate Registrar register the transfer of any Residual Certificate unless the Certificate Registrar has received a properly executed United States Internal Revenue Service Form W-9 (or a Form W-8ECI, in the case of a proposed transferee (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from such Residual Certificate) together with an affidavit from the proposed transferee in the form attached hereto as Exhibit C, including the representation that the Certificateholder is not a Plan Investor. The foregoing restrictions that are applicable to the prevention of a transfer of a Residual Certificate to a Disqualified Organization will cease to have any further effect in the event that the Issuer determines, upon the advice of its tax counsel, that such restrictions are not necessary to preclude the imposition of a tax on the Issuer or upon the transferor of a Residual Certificate, or to maintain the qualification of each REMIC created hereunder as a REMIC and, as a result of such determination, this Indenture is amended to declare such restrictions to be of no further effect. (b) Under the Treasury Regulations, any purported transfer to a U.S. Person of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), of a Residual Certificate that is a "noneconomic residual interest" within the meaning of the Treasury Regulations for the purpose of avoiding or impeding the assessment or collection of tax will be disregarded for all United States federal tax purposes. The affidavit required to be supplied by each transferee of a Residual Certificate pursuant to Section 3.11(a) (in the form attached hereto as Exhibit C) also will contain a statement that no purpose of the transfer of the Residual Certificate is to avoid or impede the assessment or collection of tax, that the proposed transferee understands that it may incur tax liabilities in excess of any cash flows generated by such Residual Certificate, that it intends to pay taxes associated with holding such Residual Certificate as they become due, and that it will not cause income from such Residual Certificate, if any, to be attributable to a foreign permanent establishment or fixed base of the proposed transferee or another United States taxpayer. (c) Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), of a Residual Certificate, or any beneficial interest therein, (i) to a Person that is not (x) a U.S. Person or (y) a Person (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from such Residual Certificate or (ii) to a partnership of which any Person or entity that holds an interest (directly, or indirectly through a pass-thru entity) is not (x) a U.S. Person or (y) a Person (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from such Residual Certificate will be void and of no effect. The foregoing restriction will cease to have any effect with respect to a transfer of a Residual Certificate only if the Issuer has consented to such transfer expressly in writing. (d) A Residual Certificate issued upon any registration of transfer thereof will be entitled to the same benefits under this Agreement as the Residual Certificate surrendered upon such registration of transfer. A service charge in an amount determined by the Certificate Registrar (such amount being based on a service charge schedule on file in the Corporate Trust Office of the Certificate Registrar) will be made for any registration of transfer of a Residual Certificate, and the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of a Residual Certificate. (e) Notwithstanding any provisions hereof to the contrary, but subject to the provisions of Section 11.01(f), without the consent of the Indenture Trustee or any holders of the Notes or Certificates, upon notice to any Certificateholder of a Residual Certificate, the Trustor may direct the parties hereto to amend this Agreement in such manner as Trustor may direct; provided, however, that any such amendment will be limited to such matters as, in the judgment of the Trustor, based upon the written advice of its tax counsel, are reasonably necessary (i) to ensure that the record ownership of, or any beneficial interest in, any Residual Certificate is not transferred, directly or indirectly, to a Disqualified Organization and (ii) to provide for a means to compel the transfer of any Residual Certificate that is held by a Disqualified Organization to a holder that is not a Disqualified Organization; and provided, further, that the Delaware Trustee will have no obligation to enter any such amendment that affects the rights, duties, indemnities or immunities of the Delaware Trustee.

Residual Certificates. (a) No Residual Certificate may be owned, pledged or transferred, directly or indirectly, by or to a disqualified organization, as defined in Section 860E(e)(5) of the Code (a "Disqualified Organization"). Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), to a Disqualified Organization of any Residual Certificate, or any beneficial interest therein, will be void and of no effect. In no event will the Certificate Registrar register the transfer of any Residual Certificate unless the Certificate Registrar has received a properly executed United States Internal Revenue Service Form W-9 (or a Form W-8ECI, in the case of a proposed transferee (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from such Residual Certificate) together with an affidavit from the proposed transferee in the form attached hereto as Exhibit C, including the representation that the Certificateholder is not a Plan Investor. The foregoing restrictions that are applicable to the prevention of a transfer of a Residual Certificate to a Disqualified Organization will cease to have any further effect in the event that the Issuer determines, upon the advice of its tax counsel, that such restrictions are not necessary to preclude the imposition of a tax on the Issuer or upon the transferor of a Residual Certificate, or to maintain the qualification of each REMIC created hereunder as a REMIC and, as a result of such determination, this Indenture is amended to declare such restrictions to be of no further effect.. 141966038 (b) Under the Treasury Regulations, any purported transfer to a U.S. Person of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), of a Residual Certificate that is a "noneconomic residual interest" within the meaning of the Treasury Regulations for the purpose of avoiding or impeding the assessment or collection of tax will be disregarded for all United States federal tax purposes. The affidavit required to be supplied by each transferee of a Residual Certificate pursuant to Section 3.11(a) (in the form attached hereto as Exhibit C) also will contain a statement that no purpose of the transfer of the Residual Certificate is to avoid or impede the assessment or collection of tax, that the proposed transferee understands that it may incur tax liabilities in excess of any cash flows generated by such Residual Certificate, that it intends to pay taxes associated with holding such Residual Certificate as they become due, and that it will not cause income from such Residual Certificate, if any, to be attributable to a foreign permanent establishment or fixed base of the proposed transferee or another United States taxpayer. (c) Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), of a Residual Certificate, or any beneficial interest therein, (i) to a Person that is not (x) a U.S. Person or (y) a Person (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from such Residual Certificate or (ii) to a partnership of which any Person or entity that holds an interest (directly, or indirectly through a pass-thru entity) is not (x) a U.S. Person or (y) a Person (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from such Residual Certificate will be void and of no effect. The foregoing restriction will cease to have any effect with respect to a transfer of a Residual Certificate only if the Issuer has consented to such transfer expressly in writing. (d) A Residual Certificate issued upon any registration of transfer thereof will be entitled to the same benefits under this Agreement as the Residual Certificate surrendered upon such registration of transfer. A service charge in an amount determined by the Certificate Registrar (such amount being based on a service charge schedule on file in the Corporate Trust Office of the Certificate Registrar) will be made for any registration of transfer of a Residual Certificate, and the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of a Residual Certificate. (e) Notwithstanding any provisions hereof to the contrary, but subject to the provisions of Section 11.01(f), without the consent of the Indenture Trustee or any holders of the Notes or Certificates, upon notice to any Certificateholder of a Residual Certificate, the Trustor may direct the parties hereto to amend this Agreement in such manner as Trustor may direct; provided, however, that any such amendment will be limited to such matters as, in the judgment of the Trustor, based upon the written advice of its tax counsel, are reasonably necessary (i) to ensure that the record ownership of, or any beneficial interest in, any Residual Certificate is not transferred, directly or indirectly, to a Disqualified Organization and (ii) to provide for a means to compel the transfer of any Residual Certificate that is held by a Disqualified Organization to a holder that is not a Disqualified Organization; and provided, further, that the Delaware Trustee will have no obligation to enter any such amendment that affects the rights, duties, indemnities or immunities of the Delaware Trustee.