Common use of Limitation on Transfers Clause in Contracts

Limitation on Transfers. (a) Notwithstanding any other provision of this Master Indenture, any Note for which an Opinion of Counsel has not been rendered to the Issuer, in form and substance reasonably satisfactory to the Issuer, to the effect that such Note will be characterized as debt for United States federal income tax purposes (a “Subject Note”) and any Class E Certificate (together with the Subject Notes, the “Subject Securities”) shall be subject to the limitations of this Section 2.17(a). The Issuer and each Holder of a Subject Security agrees (and each Applicable Person by virtue of acquiring a beneficial interest in a Subject Security (or by virtue of agreeing to act as an agent, representative or intermediary of or with respect to the holder of such a beneficial interest) is deemed to agree) that no Subject Securities may be transferred, and no transfer (or purported transfer) of all or any part of a Subject Security (or any direct or indirect beneficial interest therein) (a “Transferred Security”) whether to the Initial Holder, another Holder or to a Person that is not a Holder (any of these, a “Transferee”) shall be effective, and to the greatest extent permitted under Applicable Law any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Holder of a Subject Security (or a holder of any direct or indirect beneficial interest therein), unless: (i) (A) either (I) the Transferee (or, if the Transferee is a disregarded entity for U.S. federal income tax purposes, the sole owner of the Transferee) is not and will not become for U.S. federal income tax purposes a partnership, Subchapter S corporation or grantor trust (each such entity, a “flow-through entity”) or (II) if the Transferee (or, if the Transferee is a disregarded entity for U.S. federal income tax purposes, the sole owner of the Transferee) is or becomes a flow-through entity, then either (x) none of the direct or indirect beneficial owners of any of the interests in the Transferee have or ever will have all or substantially all the value of its interest in the Transferee attributable to the interest of the Transferee in any Transferred Security, any other Subject Securities, other interest (direct or indirect) in the Issuer, or any interest created under this Master Indenture or (y) it is not and will not be a principal purpose of the arrangement involving the investment of the Transferee in any Transferred Security to permit any partnership to satisfy the one hundred (100) partner limitation of Section 1.7704-1(h)(1)(ii) of the Treasury Regulations necessary for such partnership not to be classified as a publicly traded partnership under the Code, (B) the Transferee will not sell, assign, transfer or otherwise convey any participating interest in any Subject Security or any financial instrument or contract the value of which is determined by reference in whole or in part to any Subject Security and (C) it is not acquiring, and will not sell, transfer, assign, participate, pledge or otherwise dispose of, any Transferred Security (or interest therein) or cause any Transferred Security (or interest therein) to be marketed, on or through an “established securities market” within the meaning of Section 7704(b) of the Code, including, without limitation, an interdealer quotation system that regularly disseminates firm buy or sell quotations, and (ii) after such transfer there would be no more than ninety (90) members of the limited liability company that is the Issuer (including as members, solely for purposes of this Section 2.17(a), Holders of any Subject Security (and holders of any beneficial interest therein) and holders of any other instruments subject to the transfer restrictions of this Section 2.17(a)). Any subsequent transfer of a Transferred Security by a Transferee shall be subject to the limitations of this Section 2.17(a) and shall be void ab initio, and no Person shall otherwise become a Holder of such Transferred Security, unless this Section 2.17(a) is satisfied. In the case of Subject Securities that are Definitive Securities, the Authorized Agent shall not register any transfer of such Subject Security unless the Authorized Agent (in consultation with the Issuer) has confirmed that after such transfer, the requirements of this Section 2.17(a) shall have been satisfied. The Issuer shall not recognize any prohibited transfer described in this Section 2.17(a), including without limitation by (i) redeeming the transferor’s interest, or (ii) recognizing the Transferee as a Holder or otherwise recognizing any right of the Transferee (including, without limitation, any right of the Transferee to receive payments or other distributions from the Issuer, directly or indirectly). The Series Supplement relating to each Series of Subject Securities may set forth such transfer restrictions (including minimum principal denominations), certification requirements, covenants and other matters applicable to such Subject Securities that the Issuer deems advisable to effectuate the requirements of this Section 2.17(a). (b) Notwithstanding any other provision of this Master Indenture, any Class E Certificate, and any Subject Note for which an Opinion of Counsel has not been rendered to the Issuer, in form and substance reasonably satisfactory to the Issuer, to the effect that such Note will or should be characterized as debt for United States federal income tax purposes (collectively with the Class E Certificates, “U.S.-Restricted Securities”) shall be subject to the limitations of this Section 2.17(b). Each Holder of a U.S.-Restricted Security agrees (and each Applicable Person by virtue of acquiring a beneficial interest in a U.S.-Restricted Security (or by virtue of agreeing to act as an agent, representative or intermediary of or with respect to the holder of such a beneficial interest) is deemed to agree) that the U.S.-Restricted Security (and any interest therein) may be held only by United States persons as defined in Section 7701(a)(30) of the Code, and that he, she or it shall not make any issuance, delivery, sale, transfer or other disposition of the U.S.-Restricted Security (or any beneficial interest in the U.S.-Restricted Security), and any issuance, delivery, sale, transfer or other disposition of the U.S.-Restricted Security (or any beneficial interest in the U.S.-Restricted Security) will not be effective and will be void ab initio, if it would result in any person that is not a United States persons holding the U.S.-Restricted Security or any interest therein. In addition, each U.S.-Restricted Security shall be issued only as Definitive Securities. (c) In addition to the transfer restrictions in Section 2.17(a) and Section 2.17(b), the Class E Certificates may only be transferred or assigned subject to certain limitations set forth in the Certificate Purchase Agreement. (d) Each Holder of a Subject Security and each owner of a beneficial interest in a Subject Security represents and agrees that if it is part of a Section 385 Expanded Group (or is a Section 385 Controlled Partnership or disregarded entity with respect to a Section 385 Expanded Group), and if the Issuer is treated as a Section 385 Controlled Partnership or disregarded entity with respect to such Section 385 Expanded Group (assuming solely for this purpose that such Subject Security is treated for U.S. federal income tax purposes as equity, to the extent not otherwise so treated), then neither it nor any member of (nor any Section 385 Controlled Partnership or disregarded entity with respect to) such Section 385 Expanded Group will own or will thereafter (for so long as the Subject Security are so owned) own any Notes (that are outstanding for U.S. federal income tax purposes) of a Class or Series senior to such Subject Security (“Senior Notes”), unless such Holder (or owner) has either (i) obtained and provided to the Securities Registrar and the Issuer an opinion of U.S. tax counsel in form and substance satisfactory to the Issuer to the effect that, under then-existing law, such acquisition and ownership of Senior Notes should not (assuming solely for this purpose that the Subject Security are treated for U.S. federal income tax purposes as equity) cause Section 385 of the Code, and any proposed, temporary, or final treasury regulations promulgated thereunder, to apply to such Senior Notes so as to cause any such Senior Notes to be reclassified as (or giving rise to) equity for U.S. federal income tax purposes or (ii) after having provided the Securities Registrar and the Issuer such information, representations and covenants as may be required by the Issuer (in form and substance satisfactory to the Issuer in its sole discretion) relating to the risk of recharacterization of any such Senior Notes as equity under Treasury Regulation Section 1.385-3, obtains a written confirmation from the Issuer that the foregoing opinion is not required. The preceding sentence shall not apply if each member of the Section 385 Expanded Group that includes such Holder or beneficial owner (or with respect to which such Holder or beneficial owner is a Section 385 Controlled Partnership or disregarded entity) is a member of the same consolidated group (as described in Treasury Regulation section 1.1502-1(h)) that files a consolidated U.S. federal income tax return.

Limitation on Transfers. (a) Notwithstanding any other provision of this Master Indenture, any Equipment Note for which an Opinion of Counsel has not been rendered to the Issuer, in form and substance reasonably satisfactory to the Issuer, Issuer to the effect that such Equipment Note will be characterized as constitutes debt for United States federal income tax purposes (a “Subject Note”) and any Class E Certificate (together with the Subject Notes, the “Subject Securities”) shall be subject to the limitations of this Section 2.17(a)2.17. The Issuer and each Holder of a No Subject Security agrees (and each Applicable Person by virtue of acquiring a beneficial interest in a Subject Security (or by virtue of agreeing to act as an agent, representative or intermediary of or with respect to the holder of such a beneficial interest) is deemed to agree) that no Subject Securities Notes may be transferred, and no transfer (or purported transfer) of all or any part of a Subject Security Note (or any direct or indirect economic or beneficial interest therein) (a “Transferred SecurityNote”) whether to the Initial Holder, another Holder Noteholder or to a Person that is not a Holder Noteholder (any of these, a “Transferee”) shall be effective, and to the greatest extent permitted under Applicable Law any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Holder of a Subject Security (or a holder of any direct or indirect beneficial interest therein)Note, unless: (i) the Transferee provides the Note Registrar with its representations and warranties made for the benefit of the Issuer to the effect that: (A) either (I) the Transferee (or, if the Transferee is a disregarded entity for U.S. federal income tax purposes, the sole owner of the Transferee) it is not and will not become for U.S. federal income tax purposes a partnership, Subchapter S corporation or grantor trust (each such entity, a “flow-through entity”) or (II) if the Transferee (or, if the Transferee is a disregarded entity for U.S. federal income tax purposes, the sole owner of the Transferee) it is or becomes a flow-flow through entity, then either (x) none of the direct or indirect beneficial owners of any of the interests in the Transferee have or ever will have all or substantially all the value of its interest in the Transferee attributable to the interest of the Transferee in any Transferred SecurityNote, any other Subject SecuritiesEquipment Notes, other interest (direct or indirect) in the Issuer, or any interest created under this Master Indenture or and (y) it is not and will not be a principal purpose of the arrangement involving the investment of the Transferee in any Transferred Security Note to permit any partnership to satisfy the one hundred (100) partner limitation of Section 1.7704-1(h)(1)(ii) of the U.S. Treasury Regulations regulations under the Code necessary for such partnership not to be classified as a publicly traded partnership under the Code, (B) the Transferee will not sell, assign, transfer or otherwise convey any participating interest in any Subject Security Equipment Note or any financial instrument or contract the value of which is determined by reference in whole or in part to any Subject Security and Equipment Note, (C) it is not acquiring, acquiring and will not sell, transfer, assign, participate, pledge or otherwise dispose of, of any Transferred Security Note(s) (or interest therein) or cause any Transferred Security Note(s) (or interest therein) to be marketed, marketed on or through an “established securities market” within the meaning of Section 7704(b) of the Code, including, without limitation, an interdealer quotation system that regularly disseminates firm buy or sell quotations, and (D) in the case of Subject Notes other than the Series 2012-1 Notes that it is a “U.S. Person” within the meaning of Section 7701(a)(30) of the Code, and (ii) after such transfer there would be no more than ninety (90) members of the limited liability company that is the Issuer (including as members, solely for purposes of this Section 2.17(a)2.17, Holders of any Subject Security (Notes and holders of any beneficial interest therein) and holders of any other instruments subject to the transfer restrictions of this Section 2.17(a2.17)). Any subsequent transfer of a Transferred Security by a Transferee shall be subject to the limitations of this Section 2.17(a) and shall be void ab initio, and no Person shall otherwise become a Holder of such Transferred Security, unless this Section 2.17(a) is satisfied. In the case of Subject Securities that are Definitive Securities, the Authorized Agent shall not register any transfer of such Subject Security unless the Authorized Agent (in consultation with the Issuer) has confirmed that after such transfer, the requirements of this Section 2.17(a) shall have been satisfied. The Issuer shall not recognize any prohibited transfer described in this Section 2.17(a), including without limitation by 2.17 either (i) by redeeming the transferor’s 's interest, or (ii) recognizing by admitting the Transferee as such a Holder member or otherwise recognizing any right of the Transferee (including, without limitation, any right of the Transferee to receive payments or other distributions from the Issuer, directly or indirectly). The Series Supplement relating to each Series of Subject Securities may set forth such transfer restrictions (including minimum principal denominations), certification requirements, covenants and other matters applicable to such Subject Securities that the Issuer deems advisable to effectuate the requirements of this Section 2.17(a). (b) Notwithstanding any other provision of this Master Indenture, any Class E Certificate, and any Subject Note for which an Opinion of Counsel has not been rendered to the Issuer, in form and substance reasonably satisfactory to the Issuer, to the effect that such Note will or should be characterized as debt for United States federal income tax purposes (collectively with the Class E Certificates, “U.S.-Restricted Securities”) shall be subject to the limitations of this Section 2.17(b). Each Holder of a U.S.-Restricted Security agrees (and each Applicable Person by virtue of acquiring a beneficial interest in a U.S.-Restricted Security (or by virtue of agreeing to act as an agent, representative or intermediary of or with respect to the holder of such a beneficial interest) is deemed to agree) that the U.S.-Restricted Security (and any interest therein) may be held only by United States persons as defined in Section 7701(a)(30) of the Code, and that he, she or it shall not make any issuance, delivery, sale, transfer or other disposition of the U.S.-Restricted Security (or any beneficial interest in the U.S.-Restricted Security), and any issuance, delivery, sale, transfer or other disposition of the U.S.-Restricted Security (or any beneficial interest in the U.S.-Restricted Security) will not be effective and will be void ab initio, if it would result in any person that is not a United States persons holding the U.S.-Restricted Security or any interest therein. In addition, each U.S.-Restricted Security shall be issued only as Definitive Securities. (c) In addition to the transfer restrictions in Section 2.17(a) and Section 2.17(b), the Class E Certificates may only be transferred or assigned subject to certain limitations set forth in the Certificate Purchase Agreement. (d) Each Holder of a Subject Security and each owner of a beneficial interest in a Subject Security represents and agrees that if it is part of a Section 385 Expanded Group (or is a Section 385 Controlled Partnership or disregarded entity with respect to a Section 385 Expanded Group), and if the Issuer is treated as a Section 385 Controlled Partnership or disregarded entity with respect to such Section 385 Expanded Group (assuming solely for this purpose that such Subject Security is treated for U.S. federal income tax purposes as equity, to the extent not otherwise so treated), then neither it nor any member of (nor any Section 385 Controlled Partnership or disregarded entity with respect to) such Section 385 Expanded Group will own or will thereafter (for so long as the Subject Security are so owned) own any Notes (that are outstanding for U.S. federal income tax purposes) of a Class or Series senior to such Subject Security (“Senior Notes”), unless such Holder (or owner) has either (i) obtained and provided to the Securities Registrar and the Issuer an opinion of U.S. tax counsel in form and substance satisfactory to the Issuer to the effect that, under then-existing law, such acquisition and ownership of Senior Notes should not (assuming solely for this purpose that the Subject Security are treated for U.S. federal income tax purposes as equity) cause Section 385 of the Code, and any proposed, temporary, or final treasury regulations promulgated thereunder, to apply to such Senior Notes so as to cause any such Senior Notes to be reclassified as (or giving rise to) equity for U.S. federal income tax purposes or (ii) after having provided the Securities Registrar and the Issuer such information, representations and covenants as may be required by the Issuer (in form and substance satisfactory to the Issuer in its sole discretion) relating to the risk of recharacterization of any such Senior Notes as equity under Treasury Regulation Section 1.385-3, obtains a written confirmation from the Issuer that the foregoing opinion is not required. The preceding sentence shall not apply if each member of the Section 385 Expanded Group that includes such Holder or beneficial owner (or with respect to which such Holder or beneficial owner is a Section 385 Controlled Partnership or disregarded entity) is a member of the same consolidated group (as described in Treasury Regulation section 1.1502-1(h)) that files a consolidated U.S. federal income tax return.

Limitation on Transfers. (a) Notwithstanding any other provision of this Master Indenture, any Note for which an Opinion of Counsel has not been rendered to the Issuer, in form and substance reasonably satisfactory to the Issuer, to the effect that such Note will be characterized as debt for United States federal income tax purposes (a “Subject Note”) and any Class E Certificate (together with the Subject Notes, the “Subject Securities”) shall be subject to the limitations of this Section 2.17(a). The Issuer and each Holder Noteholder of a Subject Security Note agrees (and each Applicable Person by virtue of acquiring a beneficial interest in a Subject Security Note (or by virtue of agreeing to act as an agent, representative or intermediary of or with respect to the holder of such a beneficial interest) is deemed to agree) that no Subject Securities Notes may be transferred, and no transfer (or purported transfer) of all or any part of a Subject Security Note (or any direct or indirect economic or beneficial interest therein) (a “Transferred SecurityNote”) whether to the Initial Holderinitial Noteholder, another Holder Noteholder or to a Person that is not a Holder Noteholder (any of these, a “Transferee”) shall be effective, and to the greatest extent permitted under Applicable Law any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Holder Noteholder of a Subject Security Note (or a holder of any direct or indirect beneficial interest therein), unless: (i) (A) either (I) the Transferee (or, if the Transferee is a disregarded entity for U.S. federal income tax purposes, the sole owner of the Transferee) is not and will not become for U.S. federal income tax purposes a partnership, Subchapter S corporation or grantor trust (each such entity, a “flow-through entity”) or (II) if the Transferee (or, if the Transferee is a disregarded entity for U.S. federal income tax purposes, the sole owner of the Transferee) is or becomes a flow-through entity, then either (x) none of the direct or indirect beneficial owners of any of the interests in the Transferee have or ever will have all or substantially all the value of its interest in the Transferee attributable to the interest of the Transferee in any Transferred SecurityNote, any other Subject SecuritiesNotes, other interest (direct or indirect) in the Issuer, or any interest created under this Master Indenture or (y) it is not and will not be a principal purpose of the arrangement involving the investment of the Transferee in any Transferred Security Note to permit any partnership to satisfy the one hundred (100) partner limitation of Section 1.7704-1(h)(1)(ii) of the Treasury Regulations necessary for such partnership not to be classified as a publicly traded partnership under the Code, (B) the Transferee will not sell, assign, transfer or otherwise convey any participating interest in any Subject Security Note or any financial instrument or contract the value of which is determined by reference in whole or in part to any Subject Security Note, and (C) it is not acquiring, and will not sell, transfer, assign, participate, pledge or otherwise dispose of, any Transferred Security Note (or interest therein) or cause any Transferred Security Note (or interest therein) to be marketed, on or through an “established securities market” within the meaning of Section 7704(b) of the Code, including, without limitation, an interdealer quotation system that regularly disseminates firm buy or sell quotations, and (ii) after such transfer there would be no more than ninety (90) members of the limited liability company that is the Issuer (including as members, solely for purposes of this Section 2.17(a), Holders Noteholders of any Subject Security Notes (and holders of any beneficial interest therein) and holders of any other instruments subject to the transfer restrictions of this Section 2.17(a)). Any subsequent transfer of a Transferred Security Note by a Transferee shall be subject to the limitations of this Section 2.17(a) and shall be void ab initio, and no Person shall otherwise become a Holder Noteholder of such Transferred SecurityNote, unless this Section 2.17(a) is satisfied. In the case of Subject Securities Notes that are Definitive SecuritiesNotes, the Authorized Agent shall not register any transfer of such Subject Security Note unless the Authorized Agent (in consultation with the Issuer) has confirmed that after such transfer, the requirements of this Section 2.17(a) shall have been satisfied. The Issuer shall not recognize any prohibited transfer described in this Section 2.17(a), including without limitation by (i) redeeming the transferor’s interest, or (ii) recognizing the Transferee as a Holder Noteholder or otherwise recognizing any right of the Transferee (including, without limitation, any right of the Transferee to receive payments or other distributions from the Issuer, directly or indirectly). The Series Supplement relating to each Series of Subject Securities Notes may set forth such transfer restrictions (including minimum principal denominations), certification requirements, covenants and other matters applicable to such Subject Securities Notes that the Issuer deems advisable to effectuate the requirements of this Section 2.17(a). (b) Notwithstanding any other provision of this Master Indenture, any Class E Certificate, and any Subject Note for which an Opinion of Counsel has not been rendered to the Issuer, in form and substance reasonably satisfactory to the Issuer, to the effect that such Note will or should be characterized as debt for United States federal income tax purposes (collectively with the Class E Certificateseach, a “U.S.-Restricted SecuritiesNote”) shall be subject to the limitations of this Section 2.17(b). Each Holder Noteholder of a U.S.-Restricted Security Note agrees (and each Applicable Person by virtue of acquiring a beneficial interest in a U.S.-Restricted Security Note (or by virtue of agreeing to act as an agent, representative or intermediary of or with respect to the holder of such a beneficial interest) is deemed to agree) that the U.S.-Restricted Security Note (and any interest therein) may be held only by United States persons as defined in Section 7701(a)(30) of the Code, and that he, she or it shall not make any issuance, delivery, sale, transfer or other disposition of the U.S.-Restricted Security Note (or any beneficial interest in the U.S.-Restricted SecurityNote), and any issuance, delivery, sale, transfer or other disposition of the U.S.-Restricted Security Note (or any beneficial interest in the U.S.-Restricted SecurityNote) will not be effective and will be void ab initio, if it would result in any person that is not a United States persons person holding the U.S.-Restricted Security Note or any interest therein. In addition, each U.S.-Restricted Security Note shall be issued only as a Definitive SecuritiesNote. (c) In addition to the transfer restrictions in Section 2.17(a) and Section 2.17(b), the Class E Certificates may only be transferred or assigned subject to certain limitations set forth in the Certificate Purchase Agreement. (d) Each Holder Noteholder of a Subject Security Note and each owner of a beneficial interest in a Subject Security Note represents and agrees that if it is part of a Section 385 Expanded Group (or is a Section 385 Controlled Partnership or disregarded entity with respect to a Section 385 Expanded Group), and if the Issuer is treated as a Section 385 Controlled Partnership or disregarded entity with respect to such Section 385 Expanded Group (assuming solely for this purpose that such Subject Security Note is treated for U.S. federal income tax purposes as equity, to the extent not otherwise so treated), then neither it nor any member of (nor any Section 385 Controlled Partnership or disregarded entity with respect to) such Section 385 Expanded Group will own or will thereafter (for so long as the Subject Security Notes are so owned) own any Notes (that are outstanding for U.S. federal income tax purposes) of a Class or Series senior to such Subject Security Notes (“Senior Notes”), unless such Holder Noteholder (or owner) has either (i) obtained and provided to the Securities Note Registrar and the Issuer an opinion of U.S. tax counsel in form and substance satisfactory to the Issuer to the effect that, under then-existing law, such acquisition and ownership of Senior Notes should not (assuming solely for this purpose that the Subject Security Notes are treated for U.S. federal income tax purposes as equity) cause Section 385 of the Code, and any proposed, temporary, or final treasury regulations promulgated thereunder, to apply to such Senior Notes so as to cause any such Senior Notes to be reclassified as (or giving rise to) equity for U.S. federal income tax purposes or (ii) after having provided the Securities Note Registrar and the Issuer such information, representations and covenants as may be required by the Issuer (in form and substance satisfactory to the Issuer in its sole discretion) relating to the risk of recharacterization of any such Senior Notes as equity under Treasury Regulation Section 1.385-3, obtains a written confirmation from the Issuer that the foregoing opinion is not required. The preceding sentence shall not apply if each member of the Section 385 Expanded Group that includes such Holder Noteholder or beneficial owner (or with respect to which such Holder Noteholder or beneficial owner is a Section 385 Controlled Partnership or disregarded entity) is a member of the same consolidated group (as described in Treasury Regulation section 1.1502-1(h)) that files a consolidated U.S. federal income tax return.

Limitation on Transfers. (a) Notwithstanding any other provision of this Master Indenture, any Equipment Note for which an Opinion opinion of Counsel counsel has not been rendered to the Issuer, in form and substance reasonably satisfactory to the Issuer, Issuer to the effect that such Equipment Note will be characterized as constitutes debt for United States federal income tax purposes (a “Subject Note”) and any Class E Certificate (together with the Subject Notes, the “Subject Securities”) shall be subject to the limitations of this Section 2.17(a)2.17. The Issuer and each Holder of a No Subject Security agrees (and each Applicable Person by virtue of acquiring a beneficial interest in a Subject Security (or by virtue of agreeing to act as an agent, representative or intermediary of or with respect to the holder of such a beneficial interest) is deemed to agree) that no Subject Securities Notes may be transferred, and no transfer (or purported transfer) of all or any part of a Subject Security Note (or any direct or indirect economic or beneficial interest therein) (a “Transferred SecurityNote”) whether to the Initial Holder, another Holder Noteholder or to a Person that is not a Holder Noteholder (any of these, a “Transferee”) shall be effective, and to the greatest extent permitted under Applicable Law any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Holder of a Subject Security (or a holder of any direct or indirect beneficial interest therein)Note, unless: (i) the Transferee provides the Note Registrar with its representations and warranties made for the benefit of the Issuer to the effect that: (A) either (I) the Transferee (or, if the Transferee is a disregarded entity for U.S. federal income tax purposes, the sole owner of the Transferee) it is not and will not become for U.S. federal income tax purposes a partnership, Subchapter S corporation or grantor trust (each such entity, a “flow-through entity”) or (II) if the Transferee (or, if the Transferee is a disregarded entity for U.S. federal income tax purposes, the sole owner of the Transferee) it is or becomes a flow-flow through entity, then either (x) none of the direct or indirect beneficial owners of any of the interests in the Transferee have or ever will have all or substantially all the value of its interest in the Transferee attributable to the interest of the Transferee in any Transferred SecurityNote, any other Subject SecuritiesEquipment Notes, other interest (direct or indirect) in the Issuer, or any interest created under this Master Indenture or and (y) it is not and will not be a principal purpose of the arrangement involving the investment of the Transferee in any Transferred Security Note to permit any partnership to satisfy the one hundred (100) partner limitation of Section 1.7704-1(h)(1)(ii) of the U.S. Treasury Regulations regulations under the Code necessary for such partnership not to be classified as a publicly traded partnership under the Code, (B) the Transferee will not sell, assign, transfer or otherwise convey any participating interest in any Subject Security Equipment Note or any financial instrument or contract the value of which is determined by reference in whole or in part to any Subject Security and Equipment Note, (C) it is not acquiring, acquiring and will not sell, transfer, assign, participate, pledge or otherwise dispose of, of any Transferred Security Note(s) (or interest therein) or cause any Transferred Security Note(s) (or interest therein) to be marketed, marketed on or through an “established securities market” within the meaning of Section 7704(b) of the Code, including, without limitation, an interdealer quotation system that regularly disseminates firm buy or sell quotations, and (D) in the case of Subject Notes other than the Series 2011-1 Notes that it is a “U.S. Person” within the meaning of Section 7701(a)(30) of the Code, and (ii) after such transfer there would be no more than ninety (90) members of the limited liability company that is the Issuer (including as members, solely for purposes of this Section 2.17(a)2.17, Holders of any Subject Security (Notes and holders of any beneficial interest therein) and holders of any other instruments subject to the transfer restrictions of this Section 2.17(a2.17)). Any subsequent transfer of a Transferred Security by a Transferee shall be subject to the limitations of this Section 2.17(a) and shall be void ab initio, and no Person shall otherwise become a Holder of such Transferred Security, unless this Section 2.17(a) is satisfied. In the case of Subject Securities that are Definitive Securities, the Authorized Agent shall not register any transfer of such Subject Security unless the Authorized Agent (in consultation with the Issuer) has confirmed that after such transfer, the requirements of this Section 2.17(a) shall have been satisfied. The Issuer shall not recognize any prohibited transfer described in this Section 2.17(a), including without limitation by 2.17 either (i) by redeeming the transferor’s interest, or (ii) recognizing by admitting the Transferee as such a Holder member or otherwise recognizing any right of the Transferee (including, without limitation, any right of the Transferee to receive payments or other distributions from the Issuer, directly or indirectly). The Series Supplement relating to each Series of Subject Securities may set forth such transfer restrictions (including minimum principal denominations), certification requirements, covenants and other matters applicable to such Subject Securities that the Issuer deems advisable to effectuate the requirements of this Section 2.17(a). (b) Notwithstanding any other provision of this Master Indenture, any Class E Certificate, and any Subject Note for which an Opinion of Counsel has not been rendered to the Issuer, in form and substance reasonably satisfactory to the Issuer, to the effect that such Note will or should be characterized as debt for United States federal income tax purposes (collectively with the Class E Certificates, “U.S.-Restricted Securities”) shall be subject to the limitations of this Section 2.17(b). Each Holder of a U.S.-Restricted Security agrees (and each Applicable Person by virtue of acquiring a beneficial interest in a U.S.-Restricted Security (or by virtue of agreeing to act as an agent, representative or intermediary of or with respect to the holder of such a beneficial interest) is deemed to agree) that the U.S.-Restricted Security (and any interest therein) may be held only by United States persons as defined in Section 7701(a)(30) of the Code, and that he, she or it shall not make any issuance, delivery, sale, transfer or other disposition of the U.S.-Restricted Security (or any beneficial interest in the U.S.-Restricted Security), and any issuance, delivery, sale, transfer or other disposition of the U.S.-Restricted Security (or any beneficial interest in the U.S.-Restricted Security) will not be effective and will be void ab initio, if it would result in any person that is not a United States persons holding the U.S.-Restricted Security or any interest therein. In addition, each U.S.-Restricted Security shall be issued only as Definitive Securities. (c) In addition to the transfer restrictions in Section 2.17(a) and Section 2.17(b), the Class E Certificates may only be transferred or assigned subject to certain limitations set forth in the Certificate Purchase Agreement. (d) Each Holder of a Subject Security and each owner of a beneficial interest in a Subject Security represents and agrees that if it is part of a Section 385 Expanded Group (or is a Section 385 Controlled Partnership or disregarded entity with respect to a Section 385 Expanded Group), and if the Issuer is treated as a Section 385 Controlled Partnership or disregarded entity with respect to such Section 385 Expanded Group (assuming solely for this purpose that such Subject Security is treated for U.S. federal income tax purposes as equity, to the extent not otherwise so treated), then neither it nor any member of (nor any Section 385 Controlled Partnership or disregarded entity with respect to) such Section 385 Expanded Group will own or will thereafter (for so long as the Subject Security are so owned) own any Notes (that are outstanding for U.S. federal income tax purposes) of a Class or Series senior to such Subject Security (“Senior Notes”), unless such Holder (or owner) has either (i) obtained and provided to the Securities Registrar and the Issuer an opinion of U.S. tax counsel in form and substance satisfactory to the Issuer to the effect that, under then-existing law, such acquisition and ownership of Senior Notes should not (assuming solely for this purpose that the Subject Security are treated for U.S. federal income tax purposes as equity) cause Section 385 of the Code, and any proposed, temporary, or final treasury regulations promulgated thereunder, to apply to such Senior Notes so as to cause any such Senior Notes to be reclassified as (or giving rise to) equity for U.S. federal income tax purposes or (ii) after having provided the Securities Registrar and the Issuer such information, representations and covenants as may be required by the Issuer (in form and substance satisfactory to the Issuer in its sole discretion) relating to the risk of recharacterization of any such Senior Notes as equity under Treasury Regulation Section 1.385-3, obtains a written confirmation from the Issuer that the foregoing opinion is not required. The preceding sentence shall not apply if each member of the Section 385 Expanded Group that includes such Holder or beneficial owner (or with respect to which such Holder or beneficial owner is a Section 385 Controlled Partnership or disregarded entity) is a member of the same consolidated group (as described in Treasury Regulation section 1.1502-1(h)) that files a consolidated U.S. federal income tax return.

Limitation on Transfers. (a) Notwithstanding any other provision of this Master Indenture, any Note for which an Opinion of Counsel has not been rendered to the Issuer, in form and substance reasonably satisfactory to the Issuer, Issuer to the effect that such Note will be characterized as debt for United States federal income tax purposes (a “Subject Note”) and any Class E Certificate (together with the Subject Notes, the “Subject Securities”) shall be subject to the limitations of this Section 2.17(a). The Issuer and each Holder of a 2.17: (a) No Subject Security agrees (and each Applicable Person by virtue of acquiring a beneficial interest in a Subject Security (or by virtue of agreeing to act as an agent, representative or intermediary of or with respect to the holder of such a beneficial interest) is deemed to agree) that no Subject Securities Notes may be transferred, and no transfer (or purported transfer) of all or any part of a Subject Security Note (or any direct or indirect economic or beneficial interest therein) (a “Transferred SecurityNote”) whether to the Initial Holder, another Holder Noteholder or to a Person that is not a Holder Noteholder (any of these, a “Transferee”) shall be effective, and to the greatest extent permitted under Applicable Law any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Holder Noteholder of a Subject Security (or a holder of any direct or indirect beneficial interest therein)Note, unless: (i) the Transferee provides the Note Registrar with its representations and warranties made for the benefit of the Issuer to the effect that: (A) either (I) the Transferee (or, if the Transferee is a disregarded entity for U.S. federal income tax purposes, the sole owner of the Transferee) is not and will not become for U.S. federal income tax purposes a partnership, Subchapter S corporation or grantor trust (each such entity, a “flow-through entity”) or (II) if the Transferee (or, if the Transferee is a disregarded entity for U.S. federal income tax purposes, the sole owner of the Transferee) is or becomes a flow-through entity, then either (x) none of the direct or indirect beneficial owners of any of the interests in the Transferee have or ever will have all or substantially all the value of its interest in the Transferee attributable to the interest of the Transferee in any Transferred SecurityNote, any other Subject SecuritiesNotes, other interest (direct or indirect) in the Issuer, or any interest created under this Master Indenture or and (y) it is not and will not be a principal purpose of the arrangement involving the investment of the Transferee in any Transferred Security Note to permit any partnership to satisfy the one hundred (100) partner limitation of Section 1.7704-1(h)(1)(ii) of the Treasury Regulations necessary for such partnership not to be classified as a publicly traded partnership under the Code, (B) the Transferee will not sell, assign, transfer or otherwise convey any participating interest in any Subject Security Note or any financial instrument or contract the value of which is determined by reference in whole or in part to any Subject Security Note, and (C) it is not acquiring, and will not sell, transfer, assign, participate, pledge or otherwise dispose of, any Transferred Security Note or Subject Notes (or interest therein) or cause any Transferred Security Note or Subject Notes (or interest therein) to be marketed, on or through an “established securities market” within the meaning of Section 7704(b) of the Code, including, without limitation, an interdealer quotation system that regularly disseminates firm buy or sell quotations, and (D) that the Transferee (or, if the Transferee is a disregarded entity for U.S. federal income tax purposes, the sole owner of the Transferee) is a “U.S. Person” within the meaning of Section 7701(a)(30) of the Code, and (ii) after such transfer there would be no more than ninety (90) members of the limited liability company that is the Issuer (including as members, solely for purposes of this Section 2.17(a), Holders Noteholders of any Subject Security Notes (and holders of any beneficial interest therein) and holders of any other instruments subject to the transfer restrictions of this Section 2.17(a)). Any subsequent transfer of a Transferred Security Note by a Transferee shall be subject to the limitations of this Section 2.17(a) and shall be void ab initio, and no Person shall otherwise become a Holder Noteholder of such Transferred SecurityNote, unless this Section 2.17(a) is satisfied. In the case of Subject Securities that are Definitive Securities, the Authorized Agent The Note Registrar shall not register any transfer of such a Subject Security Note unless the Authorized Agent Note Registrar (in consultation with the Issuer) has confirmed that after such transfer, the requirements of this Section 2.17(a) shall have been satisfied. The Issuer shall not recognize any prohibited transfer described in this Section 2.17(a), including without limitation by (i) redeeming the transferor’s interest, or (ii) recognizing the Transferee as a Holder Noteholder or otherwise recognizing any right of the Transferee (including, without limitation, any right of the Transferee to receive payments or other distributions from the Issuer, directly or indirectly). The Series Supplement relating to each Series of Subject Securities may Notes shall set forth such transfer restrictions (including minimum principal denominations), certification requirements, covenants and other matters applicable to such Subject Securities Notes that the Issuer deems advisable to effectuate the requirements of this Section 2.17(a). (b) Notwithstanding any other provision of this Master Indenture, any Class E Certificate, and any Subject Note for which an Opinion of Counsel has not been rendered to the Issuer, in form and substance reasonably satisfactory to the Issuer, to the effect that such Note will or should be characterized as debt for United States federal income tax purposes (collectively with the Class E Certificates, “U.S.-Restricted Securities”) shall be subject to the limitations of this Section 2.17(b). Each Holder of a U.S.-Restricted Security agrees (and each Applicable Person by virtue of acquiring a beneficial interest in a U.S.-Restricted Security (or by virtue of agreeing to act as an agent, representative or intermediary of or with respect to the holder of such a beneficial interest) is deemed to agree) that the U.S.-Restricted Security (and any interest therein) may be held only by United States persons as defined in Section 7701(a)(30) of the Code, and that he, she or it shall not make any issuance, delivery, sale, transfer or other disposition of the U.S.-Restricted Security (or any beneficial interest in the U.S.-Restricted Security), and any issuance, delivery, sale, transfer or other disposition of the U.S.-Restricted Security (or any beneficial interest in the U.S.-Restricted Security) will not be effective and will be void ab initio, if it would result in any person that is not a United States persons holding the U.S.-Restricted Security or any interest therein. In addition, each U.S.-Restricted Security shall be issued only as Definitive Securities. (c) In addition to the transfer restrictions in Section 2.17(a) and Section 2.17(b), the Class E Certificates may only be transferred or assigned subject to certain limitations set forth in the Certificate Purchase Agreement. (d) Each Holder Noteholder of a Subject Security Note and each owner of a beneficial interest in a Subject Security Note represents and agrees that if it is part of a Section 385 Expanded Group (or is a Section 385 Controlled Partnership or disregarded entity with respect to a Section 385 Expanded Group), and if the Issuer is treated as a Section 385 Controlled Partnership or disregarded entity with respect to such Section 385 Expanded Group (assuming solely for this purpose that such Subject Security Note is treated for U.S. federal income tax purposes as equity, to the extent not otherwise so treated), then neither it nor any member of (nor any Section 385 Controlled Partnership or disregarded entity with respect to) such Section 385 Expanded Group will own or will thereafter (for so long as the Subject Security Notes are so owned) own any Notes (that are outstanding for U.S. federal income tax purposes) of a Class or Series senior to such Subject Security Notes (“Senior Notes”), unless such Holder Noteholder (or owner) has either (i) obtained and provided to the Securities Note Registrar and the Issuer an opinion of U.S. tax counsel in form and substance satisfactory to the Issuer to the effect that, under then-existing law, such acquisition and ownership of Senior Notes should not (assuming solely for this purpose that the Subject Security Notes are treated for U.S. federal income tax purposes as equity) cause Section 385 of the Code, and any proposed, temporary, or final treasury regulations promulgated thereunder, to apply to such Senior Notes so as to cause any such Senior Notes to be reclassified as (or giving rise to) equity for U.S. federal income tax purposes or (ii) after having provided the Securities Note Registrar and the Issuer such information, representations and covenants as may be required by the Issuer (in form and substance satisfactory to the Issuer in its sole discretion) relating to the risk of recharacterization of any such Senior Notes as equity under Treasury Regulation Section 1.385-3, obtains a written confirmation from the Issuer that the foregoing opinion is not required. The preceding sentence shall not apply if each member of the Section 385 Expanded Group that includes such Holder Noteholder or beneficial owner (or with respect to which such Holder Noteholder or beneficial owner is a Section 385 Controlled Partnership or disregarded entity) is a member of the same consolidated group (as described in Treasury Regulation section 1.1502-1(h)) that files a consolidated U.S. federal income tax return.

Limitation on Transfers. (a) Notwithstanding any other provision of this Master Indenture, any Equipment Note for which an Opinion of Counsel has not been rendered to the Issuer, in form and substance reasonably satisfactory to the Issuer, Issuer to the effect that such Equipment Note will be characterized as constitute debt for United States federal income tax purposes (a “Subject Note”) and any Class E Certificate (together with the Subject Notes, the “Subject Securities”) shall be subject to the limitations of this Section 2.17(a)2.17. The Issuer and each Holder of a No Subject Security agrees (and each Applicable Person by virtue of acquiring a beneficial interest in a Subject Security (or by virtue of agreeing to act as an agent, representative or intermediary of or with respect to the holder of such a beneficial interest) is deemed to agree) that no Subject Securities Notes may be transferred, and no transfer (or purported transfer) of all or any part of a Subject Security Note (or any direct or indirect economic or beneficial interest therein) (a “Transferred SecurityNote”) whether to the Initial Holder, another Holder Noteholder or to a Person that is not a Holder Noteholder (any of these, a “Transferee”) shall be effective, and to the greatest extent permitted under Applicable Law any such transfer (or purported transfer) shall be void ab initio, and no Person shall otherwise become a Holder Noteholder of a Subject Security (or a holder of any direct or indirect beneficial interest therein)Note, unless: (i) the Transferee provides the Note Registrar with its representations and warranties made for the benefit of the Issuer to the effect that: (A) either (I) the Transferee (or, if the Transferee is a disregarded entity for U.S. federal income tax purposes, the sole owner of the Transferee) it is not and will not become for U.S. federal income tax purposes a partnership, Subchapter S corporation or grantor trust (each such entity, a “flow-through entity”) or (II) if the Transferee (or, if the Transferee is a disregarded entity for U.S. federal income tax purposes, the sole owner of the Transferee) it is or becomes a flow-through entity, then either (x) none of the direct or indirect beneficial owners of any of the interests in the Transferee have or ever will have all or substantially all the value of its interest in the Transferee attributable to the interest of the Transferee in any Transferred SecurityNote, any other Subject SecuritiesEquipment Notes, other interest (direct or indirect) in the Issuer, or any interest created under this Master Indenture or and (y) it is not and will not be a principal purpose of the arrangement involving the investment of the Transferee in any Transferred Security Note to permit any partnership to satisfy the one hundred (100) partner limitation of Section 1.7704-1(h)(1)(ii) of the Treasury Regulations necessary for such partnership not to be classified as a publicly traded partnership under the Code, (B) the Transferee will not sell, assign, transfer or otherwise convey any participating interest in any Subject Security Equipment Note or any financial instrument or contract the value of which is determined by reference in whole or in part to any Subject Security and Equipment Note, (C) it is not acquiringacquiring the Transferred Note, and will not sell, transfer, assign, participate, pledge or otherwise dispose of, of any Transferred Security Note(s) (or interest therein) or cause any Transferred Security Note(s) (or interest therein) to be marketed, on or through an “established securities market” within the meaning of Section 7704(b) of the Code, including, without limitation, an interdealer quotation system that regularly disseminates firm buy or sell quotations, and (D) that it is a “U.S. Person” within the meaning of Section 7701(a)(30) of the Code, and (ii) after such transfer there would be no more than ninety (90) members of the limited liability company that is the Issuer (including as members, solely for purposes of this Section 2.17(a)2.17, Holders Noteholders of any Subject Security Notes (and holders of any beneficial interest therein) and holders of any other instruments subject to the transfer restrictions of this Section 2.17(a)2.17). Any subsequent transfer of a Transferred Security Note by a Transferee shall be subject to the limitations of this Section 2.17(a) 2.17 and shall be void ab initio, and no Person shall otherwise become a Holder Noteholder of such Transferred SecurityNote, unless this Section 2.17(a) 2.17 is satisfied. In the case of Subject Securities that are Definitive Securities, the Authorized Agent The Issuer shall not register any transfer of such a Subject Security Note unless the Authorized Agent (in consultation with the Issuer) Issuer has confirmed that after such transfer, the requirements of this Section 2.17(a) 2.17 shall have been satisfied. The Issuer shall not recognize any prohibited transfer described in this Section 2.17(a)2.17, including without limitation by (i) redeeming the transferor’s interest, or (ii) recognizing registering the Transferee as a Holder Noteholder or otherwise recognizing any right of the Transferee (including, without limitation, any right of the Transferee to receive payments or other distributions from the Issuer, directly or indirectly). The Series Supplement relating to each Series of Subject Securities may Notes shall set forth such transfer restrictions (including minimum principal denominations), certification requirements, covenants and other matters applicable to such Subject Securities Notes that the Issuer deems advisable to effectuate the requirements of this Section 2.17(a)2.17. (b) Notwithstanding any other provision of this Master Indenture, any Class E Certificate, and any Subject Note for which an Opinion of Counsel has not been rendered to the Issuer, in form and substance reasonably satisfactory to the Issuer, to the effect that such Note will or should be characterized as debt for United States federal income tax purposes (collectively with the Class E Certificates, “U.S.-Restricted Securities”) shall be subject to the limitations of this Section 2.17(b). Each Holder of a U.S.-Restricted Security agrees (and each Applicable Person by virtue of acquiring a beneficial interest in a U.S.-Restricted Security (or by virtue of agreeing to act as an agent, representative or intermediary of or with respect to the holder of such a beneficial interest) is deemed to agree) that the U.S.-Restricted Security (and any interest therein) may be held only by United States persons as defined in Section 7701(a)(30) of the Code, and that he, she or it shall not make any issuance, delivery, sale, transfer or other disposition of the U.S.-Restricted Security (or any beneficial interest in the U.S.-Restricted Security), and any issuance, delivery, sale, transfer or other disposition of the U.S.-Restricted Security (or any beneficial interest in the U.S.-Restricted Security) will not be effective and will be void ab initio, if it would result in any person that is not a United States persons holding the U.S.-Restricted Security or any interest therein. In addition, each U.S.-Restricted Security shall be issued only as Definitive Securities. (c) In addition to the transfer restrictions in Section 2.17(a) and Section 2.17(b), the Class E Certificates may only be transferred or assigned subject to certain limitations set forth in the Certificate Purchase Agreement. (d) Each Holder of a Subject Security and each owner of a beneficial interest in a Subject Security represents and agrees that if it is part of a Section 385 Expanded Group (or is a Section 385 Controlled Partnership or disregarded entity with respect to a Section 385 Expanded Group), and if the Issuer is treated as a Section 385 Controlled Partnership or disregarded entity with respect to such Section 385 Expanded Group (assuming solely for this purpose that such Subject Security is treated for U.S. federal income tax purposes as equity, to the extent not otherwise so treated), then neither it nor any member of (nor any Section 385 Controlled Partnership or disregarded entity with respect to) such Section 385 Expanded Group will own or will thereafter (for so long as the Subject Security are so owned) own any Notes (that are outstanding for U.S. federal income tax purposes) of a Class or Series senior to such Subject Security (“Senior Notes”), unless such Holder (or owner) has either (i) obtained and provided to the Securities Registrar and the Issuer an opinion of U.S. tax counsel in form and substance satisfactory to the Issuer to the effect that, under then-existing law, such acquisition and ownership of Senior Notes should not (assuming solely for this purpose that the Subject Security are treated for U.S. federal income tax purposes as equity) cause Section 385 of the Code, and any proposed, temporary, or final treasury regulations promulgated thereunder, to apply to such Senior Notes so as to cause any such Senior Notes to be reclassified as (or giving rise to) equity for U.S. federal income tax purposes or (ii) after having provided the Securities Registrar and the Issuer such information, representations and covenants as may be required by the Issuer (in form and substance satisfactory to the Issuer in its sole discretion) relating to the risk of recharacterization of any such Senior Notes as equity under Treasury Regulation Section 1.385-3, obtains a written confirmation from the Issuer that the foregoing opinion is not required. The preceding sentence shall not apply if each member of the Section 385 Expanded Group that includes such Holder or beneficial owner (or with respect to which such Holder or beneficial owner is a Section 385 Controlled Partnership or disregarded entity) is a member of the same consolidated group (as described in Treasury Regulation section 1.1502-1(h)) that files a consolidated U.S. federal income tax return.