Prohibition on Some Actions. The Owner Trustee will not take action (a) that is inconsistent with the purposes of the Issuer in Section 2.3 or (b) that, to the knowledge of the Owner Trustee, would (i) cause a Class of Notes not to be treated as indebtedness for U.S. federal or Applicable Tax State income or franchise tax purposes, (ii) be deemed to cause a sale or exchange of the Notes for purposes of Section 1001 of the Code (unless no gain or loss would be recognized on the deemed sale or exchange for U.S. federal income tax purposes) or (iii) cause the Issuer or any part of the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes. The holder of the Residual Interest will not direct the Owner Trustee to take action that would violate this Section 5.8.
Prohibition on Some Actions. The Owner Trustee will not take action (a) that is inconsistent with the purposes of the Issuer in Section 2.3 or (b) that, to the knowledge of a Responsible Person of the Owner Trustee, absent direction by the Certificateholders, would (i) cause a Class of Notes not to be treated as indebtedness for purposes of U.S. federal and State income tax, franchise tax, and any other tax imposed on or measured in whole or in part by income, (ii) be deemed to cause a sale or exchange of the Notes for purposes of Section 1001 of the Code (unless no gain or loss would be recognized on the deemed sale or exchange for U.S. federal income tax purposes), (iii) cause the Issuer or any part of the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation or as a partnership for U.S. federal income tax or for state and local income or franchise tax purposes, or (iv) not be in accordance with applicable Law. The Certificateholders shall not direct the Owner Trustee to take action that would violate clause (b)(i) of this Section 5.8 or cause the Issuer to be an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax or for state and local income or franchise tax purposes.
Prohibition on Some Actions. Notwithstanding anything to the contrary in this Agreement, the Administrator will not (a) make any payments to the Noteholders under the Transaction Documents, (b) sell the Collateral under Section 5.6 of the Indenture or (c) take any other action that the Owner Trustee or the Indenture Trustee directs the Administrator not to take on its behalf.
