Common use of Limitation on Transfers Clause in Contracts

Limitation on Transfers. Notwithstanding any other provision of this Master Indenture, any Equipment Note for which an Opinion of Counsel has not been rendered to the Issuer to the effect that such Equipment Note constitutes debt for United States federal income tax purposes (a “Subject Note”) shall be subject to the limitations of this Section 2.17. No Subject Notes may be transferred, and no transfer (or purported transfer) of all or any part of a Subject Note (or any direct or indirect economic or beneficial interest therein) (a “Transferred Note”) whether to another Noteholder or to a Person that is not a Noteholder (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 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) 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 it is or becomes a flow through entity, then (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 Note, any other Equipment Notes, other interest (direct or indirect) in the Issuer, or any interest created under this Master Indenture and (y) it is not and will not be a principal purpose of the arrangement involving the investment of the Transferee in any Transferred 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 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 Equipment Note or any financial instrument or contract the value of which is determined by reference in whole or in part to any Equipment Note, (C) it is not acquiring and will not sell, transfer, assign, participate, pledge or otherwise dispose of any Transferred Note(s) (or interest therein) or cause any Transferred 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) 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, Holders of any Subject Notes and any other instruments subject to the transfer restrictions of this Section 2.17). The Issuer shall not recognize any prohibited transfer described in this Section 2.17 either (i) by redeeming the transferor's interest, or (ii) by admitting the Transferee as such a 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).

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 Issuer, in form and substance reasonably satisfactory to the Issuer, to the effect that such Equipment Note constitutes 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 2.172.17(a). No The Issuer and each Holder of a Subject Notes 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 Note Security (or any direct or indirect economic or beneficial interest therein) (a “Transferred NoteSecurity”) whether to the Initial Holder, another Noteholder Holder or to a Person that is not a Noteholder 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 NoteSecurity (or a holder of any direct or indirect beneficial interest therein), 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) it 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 it 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 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 NoteSecurity, any other Equipment NotesSubject Securities, other interest (direct or indirect) in the Issuer, or any interest created under this Master Indenture and or (y) it is not and will not be a principal purpose of the arrangement involving the investment of the Transferee in any Transferred Note Security 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 under the Code 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 Equipment Note Subject Security or any financial instrument or contract the value of which is determined by reference in whole or in part to any Equipment Note, Subject Security and (C) it is not acquiring acquiring, and will not sell, transfer, assign, participate, pledge or otherwise dispose of of, any Transferred Note(s) Security (or interest therein) or cause any Transferred Note(s) Security (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 2.172.17(a), Holders of any Subject Notes Security (and holders of any beneficial interest therein) and holders of any other instruments subject to the transfer restrictions of this Section 2.172.17(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 either 2.17(a), including without limitation by (i) by redeeming the transferor's ’s interest, or (ii) by admitting recognizing the Transferee as such a member 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).

Limitation on Transfers. 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 to the effect that such Equipment Note constitutes debt for United States federal income tax purposes (a “Subject Note”) shall be subject to the limitations of this Section 2.17. No Subject Notes may be transferred, and no transfer (or purported transfer) of all or any part of a Subject Note (or any direct or indirect economic or beneficial interest therein) (a “Transferred Note”) whether to another Noteholder or to a Person that is not a Noteholder (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 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) 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 it is or becomes a flow through entity, then (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 Note, any other Equipment Notes, other interest (direct or indirect) in the Issuer, or any interest created under this Master Indenture and (y) it is not and will not be a principal purpose of the arrangement involving the investment of the Transferee in any Transferred 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 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 Equipment Note or any financial instrument or contract the value of which is determined by reference in whole or in part to any Equipment Note, (C) it is not acquiring and will not sell, transfer, assign, participate, pledge or otherwise dispose of any Transferred Note(s) (or interest therein) or cause any Transferred 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) in the case of Subject Notes other than the Series 20122011-1 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, Holders of any Subject Notes and any other instruments subject to the transfer restrictions of this Section 2.17). The Issuer shall not recognize any prohibited transfer described in this Section 2.17 either (i) by redeeming the transferor's ’s interest, or (ii) by admitting the Transferee as such a 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).

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 Issuer, in form and substance reasonably satisfactory to the Issuer, to the effect that such Equipment Note constitutes will be characterized as debt for United States federal income tax purposes (a “Subject Note”) shall be subject to the limitations of this Section 2.172.17(a). No The Issuer and each Noteholder of a Subject Note agrees (and each Applicable Person by virtue of acquiring a beneficial interest in a Subject 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 Notes may be transferred, and no transfer (or purported transfer) of all or any part of a Subject Note (or any direct or indirect economic or beneficial interest therein) (a “Transferred Note”) whether to the initial Noteholder, another Noteholder or to a Person that is not a 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 NoteNote (or a holder of any direct or indirect beneficial interest therein), 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) it 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 it 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 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 Note, any other Equipment Subject Notes, other interest (direct or indirect) in the Issuer, or any [Master Indenture] interest created under this Master Indenture and or (y) it is not and will not be a principal purpose of the arrangement involving the investment of the Transferee in any Transferred 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 under the Code 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 Equipment Subject Note or any financial instrument or contract the value of which is determined by reference in whole or in part to any Equipment Subject Note, and (C) it is not acquiring acquiring, and will not sell, transfer, assign, participate, pledge or otherwise dispose of of, any Transferred Note(s) Note (or interest therein) or cause any Transferred Note(s) Note (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 2.172.17(a), Holders Noteholders of any Subject Notes (and holders of any beneficial interest therein) and holders of any other instruments subject to the transfer restrictions of this Section 2.172.17(a)). Any subsequent transfer of a Transferred 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 Noteholder of such Transferred Note, unless this Section 2.17(a) is satisfied. In the case of Subject Notes that are Definitive Notes, the Authorized Agent shall not register any transfer of such Subject 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 either 2.17(a), including without limitation by (i) by redeeming the transferor's ’s interest, or (ii) by admitting recognizing the Transferee as such a member 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 Notes may set forth such transfer restrictions (including minimum principal denominations), certification requirements, covenants and other matters applicable to such Subject Notes that the Issuer deems advisable to effectuate the requirements of this Section 2.17(a).

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 Issuer, in form and substance reasonably satisfactory to the Issuer, to the effect that such Equipment Note constitutes 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 2.172.17(a). No The Issuer and each Holder of a Subject Notes 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 [Master Indenture] no transfer (or purported transfer) of all or any part of a Subject Note Security (or any direct or indirect economic or beneficial interest therein) (a “Transferred NoteSecurity”) whether to the Initial Holder, another Noteholder Holder or to a Person that is not a Noteholder 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 NoteSecurity (or a holder of any direct or indirect beneficial interest therein), 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) it 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 it 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 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 NoteSecurity, any other Equipment NotesSubject Securities, other interest (direct or indirect) in the Issuer, or any interest created under this Master Indenture and or (y) it is not and will not be a principal purpose of the arrangement involving the investment of the Transferee in any Transferred Note Security 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 under the Code 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 Equipment Note Subject Security or any financial instrument or contract the value of which is determined by reference in whole or in part to any Equipment Note, Subject Security and (C) it is not acquiring acquiring, and will not sell, transfer, assign, participate, pledge or otherwise dispose of of, any Transferred Note(s) Security (or interest therein) or cause any Transferred Note(s) Security (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 2.172.17(a), Holders of any Subject Notes Security (and holders of any beneficial interest therein) and holders of any other instruments subject to the transfer restrictions of this Section 2.172.17(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 either 2.17(a), including without limitation by (i) by redeeming the transferor's ’s interest, or (ii) by admitting recognizing the Transferee as such a member 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).

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 Issuer, in form and substance reasonably satisfactory to the Issuer, to the effect that such Equipment Note constitutes will be characterized as debt for United States federal income tax purposes (a “Subject Note”) shall be subject to the limitations of this Section 2.172.17(a). No The Issuer and each Noteholder of a Subject Note agrees (and each Applicable Person by virtue of acquiring a beneficial interest in a Subject 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 Notes may be transferred, and no transfer (or purported transfer) of all or any part of a Subject Note (or any direct or indirect economic or beneficial interest therein) (a “Transferred Note”) whether to the initial Noteholder, another Noteholder or to a Person that is not a 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 NoteNote (or a holder of any direct or indirect beneficial interest therein), 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) it 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 it 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 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 Note, any other Equipment Subject Notes, other interest (direct or indirect) in the Issuer, or any interest created under this Master Indenture and or (y) it is not and will not be a principal purpose of the arrangement involving the investment of the Transferee in any Transferred 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 under the Code 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 Equipment Subject Note or any financial instrument or contract the value of which is determined by reference in whole or in part to any Equipment Subject Note, and (C) it is not acquiring acquiring, and will not sell, transfer, assign, participate, pledge or otherwise dispose of of, any Transferred Note(s) Note (or interest therein) or cause any Transferred Note(s) Note (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 2.172.17(a), Holders Noteholders of any Subject Notes (and holders of any beneficial interest therein) and holders of any other instruments subject to the transfer restrictions of this Section 2.172.17(a)). Any subsequent transfer of a Transferred 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 Noteholder of such Transferred Note, unless this Section 2.17(a) is satisfied. In the case of Subject Notes that are Definitive Notes, the Authorized Agent shall not register any transfer of such Subject 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 either 2.17(a), including without limitation by (i) by redeeming the transferor's ’s interest, or (ii) by admitting recognizing the Transferee as such a member 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 Notes may set forth such transfer restrictions (including minimum principal denominations), certification requirements, covenants and other matters applicable to such Subject Notes that the Issuer deems advisable to effectuate the requirements of this Section 2.17(a).

Limitation on Transfers. Notwithstanding Borrower shall not make or permit any other provision of this Master Indenture, any Equipment Note for Transfer which an Opinion of Counsel has not been rendered to the Issuer to the effect that such Equipment Note constitutes debt for United States federal income tax purposes (a “Subject Note”) shall be subject to the limitations of this Section 2.17. No Subject Notes may be transferred, and no transfer (or purported transfer) of all or any part of a Subject Note (or any direct or indirect economic or beneficial interest therein) (a “Transferred Note”) whether to another Noteholder or to a Person that is not a Noteholder (a “Transferee”) shall be effectivePermitted Transfer; provided, and however, an involuntary transfer in respect to the greatest extent permitted under Applicable Law any such transfer (or purported transfer) Omaha Interests shall not be void ab initio, and no Person shall otherwise become a Holder of a Subject 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) 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 it is or becomes a flow through entity, then (x) none of the direct or indirect beneficial owners of any of the interests included in the Transferee have foregoing prohibition. Additionally, but without limiting the foregoing, Borrower shall not (a) create, incur, assume or ever will have all or substantially all permit to exist any Lien on the value of its interest in the Transferee attributable to the interest of the Transferee in any Transferred Note, any other Equipment Notes, other interest (direct or indirect) in the Issuer, or any interest created under this Master Indenture and (y) it is not and will not be a principal purpose of the arrangement involving the investment of the Transferee in any Transferred 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 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 Equipment Note or any financial instrument or contract the value of which is determined by reference in whole or in part to any Equipment Note, (C) it is not acquiring and will not sell, transfer, assign, participate, pledge or otherwise dispose of any Transferred Note(s) (or interest therein) or cause any Transferred Note(s) (or interest therein) to be marketed on or through an “established securities market” within the meaning of Section 7704(b) of the CodeLxxx Interests, including, without limitation, an interdealer quotation system that regularly disseminates firm buy to the extent assignable or transferable, all of its right, title and interest as a member to exercise rights with respect to the Lxxx Interests, or sell quotations, and (D) in the case any 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 its income or revenues (including as members, solely for purposes of this Section 2.17, Holders of any Subject Notes and any other instruments subject to the transfer restrictions of this Section 2.17). The Issuer shall not recognize any prohibited transfer described accounts receivable) or rights in this Section 2.17 either (i) by redeeming the transferor's interestrespect thereof, or (iib) by admitting create, incur, assume or permit to exist any voluntary Lien on the Transferee as such a member or otherwise recognizing any right of the Transferee (Omaha Interests, including, without limitation, to the extent assignable or transferable, all of its right, title and interest as a member to exercise rights with respect to the Omaha Interests, or voluntarily sell any right of its income or revenues (including accounts receivable) or rights in respect thereof. The Mortgage shall be released as to the Property (or as to that portion of the Transferee Property which is being transferred pursuant to receive payments a Permitted Transfer) upon satisfaction of all of the following conditions precedent: (i) the Replacement Notes shall have been repaid in full, including, without limitation, principal and interest and other sums due on the Loan, or, in the event of a Permitted Transfer, upon the occurrence of such Permitted Transfer and application of the Net Proceeds therefrom in accordance with Article 5 of the Loan Agreement; and (ii) all reasonable costs, fees, expenses and other sums paid or incurred by or on behalf of Lender in exercising any of its rights, powers, options, privileges and remedies hereunder or under the Loan Agreement, including reasonable attorneys' fees and disbursements, plus any accrued interest thereon as provided therein, shall have been fully paid in cash. Borrower agrees to sign and deliver to Lender such financing statements and other distributions notices as may from time to time be reasonably requested or as are necessary, in the Issueropinion of Lender, directly or indirectly)in connection with the limitations set forth herein. To the extent permitted by law, Borrower also authorizes Lender to file such financing statements without the signature of Borrower.

Limitation on Transfers. Notwithstanding any other provision of this Master Indenture, any Equipment Note for which an Opinion of Counsel has not been rendered to the Issuer to the effect that such Equipment Note constitutes will constitute debt for United States federal income tax purposes (a “Subject Note”) shall be subject to the limitations of this Section 2.17. No Subject Notes may be transferred, and no transfer (or purported transfer) of all or any part of a Subject Note (or any direct or indirect economic or beneficial interest therein) (a “Transferred Note”) whether to another Noteholder or to a Person that is not a Noteholder (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 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) 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 it is or becomes a flow flow-through entity, then (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 Note, any other Equipment Notes, other interest (direct or indirect) in the Issuer, or any interest created under this Master Indenture and (y) it is not and will not be a principal purpose of the arrangement involving the investment of the Transferee in any Transferred 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 under the Code 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 Equipment Note or any financial instrument or contract the value of which is determined by reference in whole or in part to any Equipment Note, (C) it is not acquiring the Transferred Note, and will not sell, transfer, assign, participate, pledge or otherwise dispose of any Transferred Note(s) (or interest therein) or cause any Transferred 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, Holders Noteholders of any Subject Notes (and holders of any beneficial interest therein) and holders of any other instruments subject to the transfer restrictions of this Section 2.17). Any subsequent transfer of a Transferred Note by a Transferee shall be subject to the limitations of this Section 2.17 and shall be void ab initio, and no Person shall otherwise become a Noteholder of such Transferred Note, unless this Section 2.17 is satisfied. The Issuer shall not register any transfer of a Subject Note unless the Issuer has confirmed that after such transfer, the requirements of this Section 2.17 shall have been satisfied. The Issuer shall not recognize any prohibited transfer described in this Section 2.17 either 2.17, including without limitation by (i) by redeeming the transferor's ’s interest, or (ii) by admitting registering the Transferee as such a member 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 Notes shall set forth such transfer restrictions (including minimum principal denominations), certification requirements, covenants and other matters applicable to such Subject Notes that the Issuer deems advisable to effectuate the requirements of this Section 2.17.