Common use of Restrictions on Certificateholders’ Power Clause in Contracts

Restrictions on Certificateholders’ Power. The Certificateholders shall not direct the Owner Trustee to take or refrain from taking any action (i) if such action or inaction would be contrary to any obligation of the Issuer or the Owner Trustee under any Basic Document or would be contrary to Section 2.03 or (ii) that, for federal, State or local income, single business or franchise tax purposes, would cause the Issuer to be treated as an association (or a publicly-traded partnership) taxable as a corporation; nor shall the Owner Trustee be obligated to follow any such direction, if given. The Certificateholders shall not direct the Owner Trustee to treat the Issuer as other than a Grantor Trust for federal, State and local income tax purposes or take any tax reporting positions inconsistent with that intent. With respect to any direction of the Certificateholders, the Certificateholders shall be required to certify as to the compliance with this Section and the Owner Trustee shall be entitled to conclusively rely on any such certification.

Restrictions on Certificateholders’ Power. The Certificateholders shall not direct the Owner Trustee to take or refrain from taking any action (i) if such action or inaction would be contrary to any obligation of the Issuer or the Owner Trustee under any Basic Document or would be contrary to Section 2.03 or (ii) that, for United States federal, State or local income, single business or franchise tax purposes, would cause the Issuer to be treated as an association (or a publicly-traded partnership) taxable as a corporation; nor shall the Owner Trustee be obligated to follow any such direction, if given. The Certificateholders shall not direct the Owner Trustee to treat the Issuer as other than a Grantor Trust for United States federal, State and local income tax purposes or take any tax reporting positions inconsistent with that intent. With respect to any direction of the Certificateholders, the Certificateholders shall be required to certify as to the compliance with this Section and the Owner Trustee shall be entitled to conclusively rely on any such certification.