Pass- Through Entitv. If the Subscriber is a partnership, grantor trust, S corporation or other entity treated as a pass-through entity for u.S. federal tax purposes (a "Pass-Through Entity"): (a) at no time will 50% or more of the value of any beneficial owner's direct or indirect interest in the Subscriber be attributable to the Subscriber's interest in the Partnership; (b) at no time will 50% or more of the Subscriber's value be attributable to the Subscriber's interest in the Partnership; and (c) the Subscriber's beneficial owners are not investing in the Partnership through a Pass-Through Entity with a principal purpose of permitting the Partnership to satisfy the 100-partner limitation set forth in Treasury Regulations Section 1.7704-1(h) (regarding the private placement safe harbor from treatment as a publicly traded partnership). In addition, the Subscriber understands that the Partnership is not intended to be treated as a publicly traded partnership taxable as a corporation under the rules of Section 7704 of the Code. The Subscriber hereby covenants and agrees that the Subscriber (i) is not currently making a market in its Interest and (ii) will not transfer its Interest on an established securities market or a secondary market (or the substantial equivalent thereof) within the meaning of Sections 469(k)(2) and 7704(b) of the Code (and any Treasury Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or the Treasury Department promulgated or published thereunder). If the Subscriber is an entity disregarded as separate from its owner for u.S. federal income tax purposes (a "Disregarded Entity") and the first direct or indirect beneficial owner of the Subscriber that is not a Disregarded Entity (the "Subscriber's Owner") is a Pass-Through Entity, the Subscriber ACTIVEJ83648739.2 represents and warrants that the representations in this Section 3.14 would be true if all references to "the Subscriber" were replaced with "the Subscriber's Owner."
