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.

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.

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

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.