Common use of Restrictions on Note Acquisitions Clause in Contracts

Restrictions on Note Acquisitions. Neither a member of any “expanded group” (as defined in Treasury Regulation Section 1.385-1(c)(4)) that includes the Trust or a Certificate Owner nor a “controlled partnership” (as defined in Treasury Regulation Section 1.385-1(c)(1)) of either such expanded group shall acquire (or hold) any Notes from the Trust, any Affiliate, or through the marketplace prior to obtaining an Opinion of Counsel stating that (i) the acquisition or reacquisition of such Note will not cause the Trust, initially upon such acquisition or subsequent to the acquisition, to be classified as an association or publicly traded partnership treated as a corporation for federal income tax purposes and will not cause the Note to be recharacterized as stock pursuant to Treasury Regulations under Section 385 of the Code or otherwise cause the Trust not to be classified as a grantor trust. The preceding sentence shall not apply to (i) any U.S. corporate member of the same U.S. corporate affiliated group (as defined in Section 1504 of the Code) filing a consolidated federal income tax return that includes the Trust or every applicable Certificate Owner (the “Trust Consolidated Group”) or (ii) a partnership all of the partners of which are either such U.S. corporate members of the Trust Consolidated Group as described in clause (A) or partnerships all of the partners of which are such U.S. corporate members of the Trust Consolidated Group as described in clause (A). No member of any “expanded group” that includes the Trust or Certificate Owner (as defined in Treasury Regulation Section 1.385-1(b)(3)) or “controlled partnership” of such expanded group (as defined in Treasury Regulation Section 1.385-1(c)(4)) shall transfer any Notes outside the expanded group prior to obtaining an Opinion of Counsel stating that the transfer of such Note will not cause the Trust to be classified as an association or publicly traded partnership treated as a corporation for federal income tax purposes and will not cause the Note to be recharacterized as stock pursuant to Treasury Regulations under Section 385 of the Code or otherwise cause the Trust not to be classified as a grantor trust.

Restrictions on Note Acquisitions. Neither a member of any “expanded group” (as defined in Treasury Regulation Section 1.385-1(c)(4)) that includes the Trust or a Certificate Owner nor a “controlled partnership” (as defined in Treasury Regulation Section 1.385-1(c)(1)) of either such expanded group shall acquire (or hold) any Notes from the Trust, any Affiliate, or through the marketplace prior to obtaining an Opinion of Counsel stating that (i) the acquisition or reacquisition of such Note will not cause the Trust, initially upon such acquisition or subsequent to the acquisition, to be classified as an association or publicly traded partnership treated as a corporation for federal income tax purposes and will not cause the Note to be recharacterized as stock pursuant to Treasury Regulations under Section section 385 of the Code or otherwise cause the Trust not to be classified as a grantor trust. The preceding sentence shall not apply to (i) any U.S. corporate member of the same U.S. corporate affiliated group (as defined in Section 1504 of the Code) filing a consolidated federal income tax return that includes the Trust or every applicable Certificate Owner (the “Trust Consolidated Group”) or (ii) a partnership all of the partners of which are either such U.S. corporate members of the Trust Consolidated Group as described in clause (A) or partnerships all of the partners of which are such U.S. corporate members of the Trust Consolidated Group as described in clause (A). No member of any “expanded group” that includes the Trust or Certificate Owner (as defined in Treasury Regulation Section 1.385-1(b)(3)) or “controlled partnership” of such expanded group (as defined in Treasury Regulation Section 1.385-1(c)(4)) shall transfer any Notes outside the expanded group prior to obtaining an Opinion of Counsel stating that the transfer of such Note will not cause the Trust to be classified as an association or publicly traded partnership treated as a corporation for federal income tax purposes and will not cause the Note to be recharacterized as stock pursuant to Treasury Regulations under Section section 385 of the Code or otherwise cause the Trust not to be classified as a grantor trust.

Restrictions on Note Acquisitions. Neither a member of any “expanded group” (as defined in Treasury Regulation Section 1.385-1(c)(4)) that includes the Trust or a Certificate Owner nor a “controlled partnership” (as defined in Treasury Regulation Section 1.385-1(c)(1)) of either such expanded group shall acquire (or hold) any Notes from the Trust, any Affiliate, or through the marketplace prior to obtaining an Opinion of Counsel stating that (i) the acquisition or reacquisition of such Note will not cause the Trust, initially upon such acquisition or subsequent to the acquisition, to be classified as an association or publicly traded partnership treated as a corporation for federal income tax purposes and will not cause the Note to be recharacterized as stock pursuant to Treasury Regulations under Section section 385 of the Code or otherwise cause the Trust not to be classified as a grantor trust. The preceding sentence shall not apply to (i) any U.S. corporate member of the same U.S. corporate affiliated group (as defined in Section 1504 of the Code) filing a consolidated federal income tax return that includes the Trust or every applicable Certificate Owner (the “Trust Consolidated Group”) or (ii) a partnership all of the partners of which are either such U.S. corporate members of the Trust Consolidated Group as described in clause (A) or partnerships all of the partners of which are such U.S. corporate members of the Trust Consolidated Group as described in clause (A). No member of any “expanded group” that includes the Trust or Certificate Owner (as defined in Treasury Regulation Section 1.385-1(b)(3)) or “controlled partnership” of such expanded group (as defined in Treasury Regulation Section 1.385-1(c)(4)) shall transfer any Notes outside the expanded group prior to obtaining an Opinion of Counsel stating that the transfer of such Note will not cause the Trust to be classified as an association or publicly traded partnership treated as a corporation for federal income tax purposes and will not cause the Note to be recharacterized as stock pursuant to Treasury Regulations under Section section 385 of the Code or otherwise cause the Trust not to be classified as a grantor trust.

Restrictions on Note Acquisitions. Neither a member of any “expanded group” (as defined in proposed Treasury Regulation Section 1.385-1(c)(4)) that includes the Trust Issuer or a beneficial owner of a Certificate Owner nor a “controlled partnership” (as defined in Treasury Regulation Section 1.385-1(c)(1)) of either such expanded group shall acquire (or hold) any Notes from the TrustIssuer, any Affiliate, or through the marketplace prior to obtaining an Opinion of Counsel stating that (i) the acquisition or reacquisition of such Note will not cause the TrustIssuer, initially upon such acquisition or subsequent to the acquisition, to be classified as an association or publicly traded partnership treated as a corporation for federal income tax purposes and will not cause the Note to be recharacterized as stock pursuant to Treasury Regulations under Section 385 of the Code or otherwise cause the Trust not to be classified as a grantor trustCode. The preceding sentence shall not apply to (i) any U.S. corporate member of the same U.S. corporate affiliated group (as defined in Section 1504 of the Code) filing a consolidated federal income tax return that includes the Trust Issuer or every applicable beneficial owner of a Certificate Owner (the “Trust Consolidated Group”) or (ii) a partnership all of the partners of which are either such U.S. corporate members of the Trust Consolidated Group as described in clause (A) or partnerships all of the partners of which are such U.S. corporate members of the Trust Consolidated Group as described in clause (A)Group. No member of any “expanded group” that includes the Trust Issuer or a beneficial owner of a Certificate Owner (as defined in proposed Treasury Regulation Section 1.385-1(b)(3)) or “controlled partnership” of such expanded group (as defined in Treasury Regulation Section 1.385-1(c)(4)) shall transfer any Notes outside the expanded group prior to obtaining an Opinion of Counsel stating that the transfer of such Note will not cause the Trust Issuer to be classified as an association or publicly traded partnership treated as a corporation for federal income tax purposes and will not cause the Note to be recharacterized as stock pursuant to Treasury Regulations under Section 385 of the Code or otherwise cause the Trust not to be classified as a grantor trustCode.

Restrictions on Note Acquisitions. Neither a member of any “expanded group” (as defined in proposed Treasury Regulation Section 1.385-1(c)(4)) that includes the Trust Issuer or a beneficial owner of a Certificate Owner nor a “controlled partnership” (as defined in Treasury Regulation Section 1.385-1(c)(1)) of either such expanded group shall acquire (or hold) any Notes from the TrustIssuer, any Affiliate, or through the marketplace prior to obtaining an Opinion of Counsel stating that (i) the acquisition or reacquisition of such Note will not cause the TrustIssuer, initially upon such acquisition or subsequent to the acquisition, to be classified as an association or publicly traded partnership treated as a corporation for federal income tax purposes and will not cause the Note to be recharacterized as stock pursuant to Treasury Regulations under Section section 385 of the Code or otherwise cause the Trust not to be classified as a grantor trustCode. The preceding sentence shall not apply to (i) any U.S. corporate member of the same U.S. corporate affiliated group (as defined in Section 1504 of the Code) filing a consolidated federal income tax return that includes the Trust Issuer or every applicable beneficial owner of a Certificate Owner (the “Trust Consolidated Group”) or (ii) a partnership all of the partners of which are either such U.S. corporate members of the Trust Consolidated Group as described in clause (A) or partnerships all of the partners of which are such U.S. corporate members of the Trust Consolidated Group as described in clause (A)Group. No member of any “expanded group” that includes the Trust Issuer or a beneficial owner of a Certificate Owner (as defined in proposed Treasury Regulation Section 1.385-1(b)(3)) or “controlled partnership” of such expanded group (as defined in Treasury Regulation Section 1.385-1(c)(4)) shall transfer any Notes outside the expanded group prior to obtaining an Opinion of Counsel stating that the transfer of such Note will not cause the Trust Issuer to be classified as an association or publicly traded partnership treated as a corporation for federal income tax purposes and will not cause the Note to be recharacterized as stock pursuant to Treasury Regulations under Section section 385 of the Code or otherwise cause the Trust not to be classified as a grantor trustCode.

Restrictions on Note Acquisitions. Neither a member of any “expanded group” (as defined in proposed Treasury Regulation Section 1.385-1(c)(41(b)(3)) that includes the Trust or a Certificate Owner nor a “controlled partnership” (as defined in proposed Treasury Regulation Section 1.385-1(c)(11(b)(1)) of either such expanded group shall acquire (or hold) any Notes from the Trust, any Affiliate, or through the marketplace prior to obtaining an Opinion of Counsel stating that (i) the acquisition or reacquisition of such Note will not cause the Trust, initially upon such acquisition or subsequent to the acquisition, to be classified as an association or publicly traded partnership treated as a corporation for federal income tax purposes and will not cause the Note to be recharacterized as stock pursuant to proposed Treasury Regulations under Section section 385 of the Code or otherwise cause the Trust not to be classified as a grantor trust. The preceding sentence shall not apply to (i) any U.S. corporate member of the same U.S. corporate affiliated group (as defined in Section 1504 of the Code) filing a consolidated federal income tax return that includes the Trust or every applicable Certificate Owner (the “Trust Consolidated Group”) or (ii) a partnership all of the partners of which are either such U.S. corporate members of the Trust Consolidated Group as described in clause (A) or partnerships all of the partners of which are such U.S. corporate members of the Trust Consolidated Group as described in clause (A)Group. No member of any “expanded group” that includes the Trust or Certificate Owner (as defined in proposed Treasury Regulation Section § 1.385-1(b)(3)) or “controlled partnership” of such expanded group (as defined in proposed Treasury Regulation Section § 1.385-1(c)(41(b)(1)) shall transfer any Notes outside the expanded group prior to obtaining an Opinion of Counsel stating that the transfer of such Note will not cause the Trust to be classified as an association or publicly traded partnership treated as a corporation for federal income tax purposes and will not cause the Note to be recharacterized as stock pursuant to proposed Treasury Regulations under Section section 385 of the Code or otherwise cause the Trust not to be classified as a grantor trust.

Restrictions on Note Acquisitions. Neither a member of any “expanded group” (as defined in proposed Treasury Regulation Section 1.385-1(c)(4)) that includes the Trust Issuer or a beneficial owner of a Certificate Owner nor a “controlled partnership” (as defined in Treasury Regulation Section 1.385-1(c)(1)) of either such expanded group shall acquire (or hold) any Notes from the TrustIssuer, any Affiliate, or through the marketplace prior to obtaining an Opinion of Counsel stating that (i) the acquisition or reacquisition of such Note will not cause the TrustIssuer, initially upon such acquisition or subsequent to the acquisition, to be classified as an association or publicly traded partnership treated as a corporation for federal income tax purposes and will not cause the Note to be recharacterized as stock pursuant to Treasury Regulations under Section section 385 of the Code or otherwise cause the Trust not to be classified as a grantor trustCode. The preceding sentence shall not apply to (i) any U.S. corporate member of the same U.S. corporate affiliated group (as defined in Section 1504 of the Code) filing a consolidated federal income tax return that includes the Trust Issuer or every applicable beneficial owner of a Certificate Owner (the “Trust Consolidated Group”) or (ii) a partnership all of the partners of which are either such U.S. corporate members of the Trust Consolidated Group as described in clause (A) or partnerships all of the partners of which are such U.S. corporate members of the Trust Consolidated Group as described in clause (A)Group. No member of any “expanded group” that includes the Trust Issuer or a beneficial owner of a Certificate Owner (as defined in proposed Treasury Regulation Section 1.385-1(b)(3)) or “controlled partnership” of such expanded group (as defined in Treasury Regulation Section 1.385-1(c)(4)) shall transfer any Notes outside the expanded group prior to obtaining an Opinion of Counsel stating that the transfer of such Note will not cause the Trust Issuing Entity to be classified as an association or publicly traded partnership treated as a corporation for federal income tax purposes and will not cause the Note to be recharacterized as stock pursuant to Treasury Regulations under Section section 385 of the Code or otherwise cause the Trust not to be classified as a grantor trustCode.

Restrictions on Note Acquisitions. Neither a member of any “expanded group” (as defined in proposed Treasury Regulation Section 1.385-1(c)(41(b)(3)) that includes the Trust or a Certificate Owner nor a “controlled partnership” (as defined in proposed Treasury Regulation Section 1.385-1(c)(11(b)(1)) of either such expanded group shall acquire (or hold) any Notes from the Trust, any Affiliate, or through the marketplace prior to obtaining an Opinion of Counsel stating that (i) the acquisition or reacquisition of such Note will not cause the Trust, initially upon such acquisition or subsequent to the acquisition, to be classified as an association or publicly traded partnership treated as a corporation for federal income tax purposes and will not cause the Note to be recharacterized as stock pursuant to proposed Treasury Regulations under Section section 385 of the Code or otherwise cause the Trust not to be classified as a grantor trust. The preceding sentence shall not apply to (i) any U.S. corporate member of the same U.S. corporate affiliated group (as defined in Section 1504 of the Code) filing a consolidated federal income tax return that includes the Trust or every applicable Certificate Owner (the “Trust Consolidated Group”) or (ii) a partnership all of the partners of which are either such U.S. corporate members of the Trust Consolidated Group as described in clause (A) or partnerships all of the partners of which are such U.S. corporate members of the Trust Consolidated Group as described in clause (A)Group. No member of any “expanded group” that includes the Trust or Certificate Owner (as defined in proposed Treasury Regulation Section § 1.385-1(b)(3)) or “controlled partnership” of such expanded group (as defined in proposed Treasury Regulation Section § 1.385-1(c)(41(b)(1)) shall transfer any Notes outside the expanded group prior to obtaining an Opinion of Counsel stating that the transfer of such Note will not cause the Trust to be classified as an association or publicly traded partnership treated as a corporation for federal income tax purposes and will not cause the Note to be recharacterized as stock pursuant to proposed Treasury Regulations under Section section 385 of the Code or otherwise cause the Trust Issuing Entity not to be classified as a grantor trust.

Restrictions on Note Acquisitions. Neither a member of any “expanded group” (as defined in Treasury Regulation Section 1.385-1(c)(4)) that includes the Trust or a Certificate Owner nor a “controlled partnership” (as defined in Treasury Regulation Section 1.385-1(c)(1)) of either such expanded group shall acquire (or hold) any Notes from the Trust, any Affiliate, or through the marketplace prior to obtaining an Opinion of Counsel stating that (i) the acquisition or reacquisition of such Note will not cause the Trust, initially upon such acquisition or subsequent to the acquisition, to be classified as an association or publicly traded partnership treated as a corporation for federal income tax purposes and will not cause the Note to be recharacterized as stock pursuant to Treasury Regulations under Section 385 of the Code or otherwise cause the Trust [not to be classified as a grantor trust]. The preceding sentence shall not apply to (i) any U.S. corporate member of the same U.S. corporate affiliated group (as defined in Section 1504 of the Code) filing a consolidated federal income tax return that includes the Trust or every applicable Certificate Owner (the “Trust Consolidated Group”) or (ii) a partnership all of the partners of which are either such U.S. corporate members of the Trust Consolidated Group as described in clause (A) or partnerships all of the partners of which are such U.S. corporate members of the Trust Consolidated Group as described in clause (A). No member of any “expanded group” that includes the Trust or Certificate Owner (as defined in Treasury Regulation Section 1.385-1(b)(3)) or “controlled partnership” of such expanded group (as defined in Treasury Regulation Section 1.385-1(c)(4)) shall transfer any Notes outside the expanded group prior to obtaining an Opinion of Counsel stating that the transfer of such Note will not cause the Trust to be classified as an association or publicly traded partnership treated as a corporation for federal income tax purposes and will not cause the Note to be recharacterized as stock pursuant to Treasury Regulations under Section 385 of the Code [or otherwise cause the Trust not to be classified as a grantor trust].

Restrictions on Note Acquisitions. Neither a member of any “expanded group” (as defined in proposed Treasury Regulation Section 1.385-1(c)(41(b)(3)) that includes the Trust Issuing Entity or a Certificate Owner Certificateholder nor a “controlled partnership” (as defined in proposed Treasury Regulation Section 1.385-1(c)(11(b)(1)) of either such expanded group shall acquire (or hold) any Series 2012-VFN Notes from the TrustIssuing Entity, any Affiliate, or through the marketplace prior to obtaining an Opinion opinion of Counsel counsel stating that (i) the acquisition or reacquisition of such Series 2012-VFN Note will not cause the TrustIssuing Entity, initially upon such acquisition or subsequent to the acquisition, to be classified as an association or publicly traded partnership treated as a corporation for federal income tax purposes and will not cause the Series 2012-VFN Note to be recharacterized as stock pursuant to proposed Treasury Regulations under Section section 385 of the Code or otherwise cause the Trust not to be classified as a grantor trustCode. The preceding sentence shall not apply to (i) any U.S. corporate member of the same U.S. corporate affiliated group (as defined in Section 1504 of the Code) filing a consolidated federal income tax return that includes the Trust Issuing Entity or every applicable Certificate Owner Certificateholder (the “Trust Consolidated Group”) or (ii) a partnership all of the partners of which are either such U.S. corporate members of the Trust Consolidated Group as described in clause (A) or partnerships all of the partners of which are such U.S. corporate members of the Trust Consolidated Group as described in clause (A)Group. No member of any “expanded group” that includes the Trust Issuing Entity or Certificate Owner a Certificateholder (as defined in proposed Treasury Regulation Section § 1.385-1(b)(3)) or “controlled partnership” of such expanded group (as defined in proposed Treasury Regulation Section § 1.385-1(c)(41(b)(1)) shall transfer any Series 2012-VFN Notes outside the expanded group prior to obtaining an Opinion opinion of Counsel counsel stating that the transfer of such Series 2012-VFN Note will not cause the Trust Issuing Entity to be classified as an association or publicly traded partnership treated as a corporation for federal income tax purposes and will not cause the Series 2012-VFN Note to be recharacterized as stock pursuant to proposed Treasury Regulations under Section section 385 of the Code or otherwise cause the Trust not to be classified as a grantor trustCode.

Restrictions on Note Acquisitions. Neither a member of any “expanded group” (as defined in Treasury Regulation Section 1.385-1(c)(4)) that includes the Trust or a Certificate Owner nor a “controlled partnership” (as defined in Treasury Regulation Section 1.385-1(c)(1)) of either such expanded group shall acquire (or hold) any Notes from the Trust, any Affiliate, or through the marketplace prior to obtaining an Opinion of Counsel stating that (i) the acquisition or reacquisition of such Note will not cause the Trust, initially upon such acquisition or subsequent to the acquisition, to be classified as an association or publicly traded partnership treated as a corporation for federal income tax purposes and will not cause the Note to be recharacterized as stock pursuant to Treasury Regulations under Section section 385 of the Code or otherwise cause the Trust [not to be classified as a grantor trust]. The preceding sentence shall not apply to (i) any U.S. corporate member of the same U.S. corporate affiliated group (as defined in Section 1504 of the Code) filing a consolidated federal income tax return that includes the Trust or every applicable Certificate Owner (the “Trust Consolidated Group”) or (ii) a partnership all of the partners of which are either such U.S. corporate members of the Trust Consolidated Group as described in clause (A) or partnerships all of the partners of which are such U.S. corporate members of the Trust Consolidated Group as described in clause (A). No member of any “expanded group” that includes the Trust or Certificate Owner (as defined in Treasury Regulation Section 1.385-1(b)(3)) or “controlled partnership” of such expanded group (as defined in Treasury Regulation Section 1.385-1(c)(4)) shall transfer any Notes outside the expanded group prior to obtaining an Opinion of Counsel stating that the transfer of such Note will not cause the Trust to be classified as an association or publicly traded partnership treated as a corporation for federal income tax purposes and will not cause the Note to be recharacterized as stock pursuant to Treasury Regulations under Section section 385 of the Code or otherwise cause the Trust not to be classified as a grantor trust.